AMENDED BY-LAWS
of
CODORUS VALLEY BANCORP, INC.
Article 1
CORPORATION OFFICE
Section 1.1. The Corporation shall have and continuously maintain in
Pennsylvania a registered office which may, but need not, be the same as its
place of business and at an address to be designated from time to time by the
Board of Directors.
Section 1.2. The Corporation may also have offices at such other places as
the Board of Directors may from time to time designate or the business of the
Corporation may require.
Article 2
SHAREHOLDERS MEETINGS
Section 2.1. All meetings of the shareholders shall be held at such time
and place as may be fixed from time to time by the Board of Directors.
Article 2
Section 2.2 The annual meeting of the shareholders shall be held no later
than May 31 each year, at such time, date, and place as may be fixed by the
Board of Directors, when they shall elect a Board of Directors and transact such
other business as may properly be brought before the meeting.
Section 2.3 Special Meetings of Shareholders may be called at any time by
the chairman of the Board, the President, the Executive Vice President, if any,
or a majority of the Board of Directors, or by its Executive Committee (if any).
Section 2.4. Written notice of all meetings other than adjourned meetings
of shareholders, stating the place, date and hour, and, in case of special
meetings of shareholders, the purpose thereof, shall be served upon, or mailed,
postage prepaid, or telegraphed, charges prepaid, at least ten days before such
meeting, unless a greater period of notice is required by statute or by these
By-laws, to each shareholder entitled to vote thereat at such address as appears
on the transfer books of the Company.
Section 2.5 The shareholders of this Corporation shall not be entitled to
propose an amendment to the Corporation's Articles of Incorporation, except if
otherwise specifically provided by statutes.
Article 3
QUORUM OF SHAREHOLDERS
Section 3.1. The presence, in person or by proxy, of shareholders entitled
to cast at least a majority of the votes which all shareholders are entitled to
cast on the particular matter shall constitute a quorum for purposes of
considering such matter, and unless otherwise provided by statute the acts of
such shareholders at a duly organized meeting shall be the acts of the
shareholders. If, however, any meeting of shareholders cannot be organized
because of lack of a quorum, those present, in person or by proxy, shall have
the power, except as otherwise provided by statute, to adjourn the meeting to
such time and place as they may determine, without notice other than an
announcement at the meeting, until the requisite number of shareholders for a
quorum shall be present, in person or by proxy, except that in the case of any
meeting called for the election of directors such meeting may be adjourned only
for periods not exceeding 15 days as the holders of a majority of the shares
present, in person or by proxy, shall direct, and those who attend the second of
such adjourned meetings, although less than a quorum, shall nevertheless
constitute a quorum for the purpose of electing directors. At any adjourned
meeting at which a quorum shall be present or so represented, any business may
be transacted which might have been transacted at the original meeting if a
quorum had
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been present. The shareholders present, in person or by proxy, at a duly
organized meeting can continue to do business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.
Article 4
VOTING RIGHTS
Section 4.1. Except as may be otherwise provided by statute or by the
Articles of Incorporation, at every shareholders meeting, every shareholder
entitled to vote thereat shall have the right to one vote for every share having
voting power standing in his name on the books of the Corporation on the record
date fixed for the meeting. No share shall be voted at any meeting if any
installment is due and unpaid thereon.
Section 4.2. When a quorum is present at any meeting the voice vote of the
holders of a majority of the stock having voting power, present, in person or by
proxy, shall decide any question brought before such meeting except as provided
differently by statute or by the Articles of Incorporation.
Section 4.3. Upon demand made by a shareholder entitled to vote at any
election for directors before the voting begins, the election shall be by
ballot.
Article 5
PROXIES
Section 5.1. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy. Every proxy shall be executed in writing by the shareholder or his duly
authorized attorney in fact and filed with the Secretary of the Corporation. A
proxy, unless coupled with an interest, shall be revocable at will,
notwithstanding any other agreement or any provision in the proxy to the
contrary, but the revocation of a proxy shall not be effective until notice
thereof has been given to the Secretary of the Corporation. No unrevoked proxy
shall be valid after 11 months from the date of its execution, unless a longer
time is expressly provided therein, but in no event shall a proxy, unless
coupled with an interest, be voted after three years from the date of its
execution. A proxy shall not be revoked by the death or incapacity of the maker,
unless before the vote is counted or the authority is exercised, written notice
of such death or incapacity is given to the Secretary of the Corporation.
Article 6
RECORD DATE
Article 6.1. The Board of Directors may fix a time, not more than 90 days
prior to the date of any meeting of shareholders, or the date fixed for the
payment of any dividend or distribution, or the date for the allotment of
rights, or the date when any change or conversion or exchange of shares will be
made or go into effect, as a record date for the determination of the
shareholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend or distribution, or to receive
any such allotment of rights, or to exercise the rights in respect to any such
change, conversion or exchange of shares. In such case, only such shareholders
as shall be shareholders of record on the date so fixed shall be entitled to
notice of, or to vote at, such meeting or to receive payment of such dividend or
to receive such allotment of rights or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the Corporation
after any record date fixed as aforesaid. The Board of Directors may close the
books of the Corporation against transfers of shares during the whole or any
part of such period, and in such case written or printed notice thereof shall be
mailed at least ten days before closing thereof to each shareholder of record at
the address appearing on the records of the Corporation or supplied by him to
the Corporation for the purpose of notice. While the stock transfer books of the
Corporation are closed, no transfer of shares shall be made thereon. If no
record date is fixed by the Board of Directors for the determination of
shareholders entitled to receive notice of, and vote at, a shareholders meeting,
transferees of shares which are transferred on the books of the Corporation
within ten
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days next preceding the date of such meeting shall not be entitled to notice of
or to vote at such meeting.
Article 7
VOTING LISTS
Section 7.1. The officer or agent having charge of the transfer books for
shares of the Corporation shall make, at least five days before each meeting of
shareholders, a complete alphabetical list of the shareholders entitled to vote
at the meeting, with their addresses and the number of shares held by each,
which list shall be kept on file at the registered office or principal place of
business of the Corporation and shall be subject to inspection by any
shareholder during the entire meeting. The original transfer books for shares of
the Corporation, or a duplicate thereof kept in this Commonwealth, shall be
prima facie evidence as to who are the shareholders entitled to exercise the
rights of a shareholder.
Article 8
JUDGES OF ELECTION
Section 8.1. In advance of any meeting of shareholders, the Board of
Directors may appoint judges of election, who need not be shareholders, to act
at such meeting or any adjournment thereof. If judges of election are not so
appointed, the Chairman of any such meeting may, and on the request of any
shareholder or his proxy shall, make such appointment at the meeting. The number
of judges shall be one or three. If appointed at a meeting on the request of one
or more shareholders or proxies, the majority or shares present and entitled to
vote shall determine whether one or three judges are to be appointed. No person
who is a candidate for office shall act as a judge. The judges of election shall
do all such acts as may be proper to conduct the election or vote, and such
other duties as may be prescribed by statute, with fairness to all shareholders,
and if requested by the Chairman of the meeting or any shareholder or his proxy,
shall make a written report of any matter determined by them and execute a
certificate of any fact found by them. If there are three judges of election,
the decision, act or certificate of a majority shall be the decision, act or
certificate of all.
Article 9
CONSENT OF SHAREHOLDERS IN LIEU OF MEETING
Section 9.1. Any action required to be taken at a meeting of the
shareholders, or of a class of shareholder, may be taken without a meeting, if a
consent or consents in writing setting forth the action so taken shall be signed
by all of the shareholders who would be entitled to vote at a meeting for such
purpose and shall be filed with the Secretary of the Corporation.
Article 10
DIRECTORS
Section 10.1. Only persons who are nominated in accordance with the
procedures set forth in this Section 10.1 shall be eligible for election as
directors. The Board of Directors, or a duly appointed committee thereof, shall
act as a nominating committee for selecting nominees for election as directors.
Except in the case of a nominee substituted as a result of the death or other
incapacity of a nominee of the nominating committee, the nominating committee
shall deliver written nominations to the Secretary at least 90 days prior to the
one year anniversary date of the previous meeting of shareholders called for
election of directors. Provided such nominating committee makes such
nominations, no nominations for directors except those made by the nominating
committee shall be voted upon at the annual meeting unless other nominations by
shareholders are made in accordance with the provisions of this Section 10.1. No
person shall be elected as a director of the Corporation unless nominated in
accordance with the procedures set forth in this Section 10.1. Ballots bearing
the names of all persons nominated by the nominating committee and by
shareholders shall be provided for use at the annual meeting.
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Nominations of individuals for election to the Board of Directors of the
Corporation at an annual meeting of shareholders may be made by any shareholder
of the Corporation entitled to vote for the election of directors at that
meeting who complies with the procedures set forth in this Section 10.1. Such
nominations, other than those made by the Board of Directors or a nominating
committee thereof, shall be made pursuant to timely notice in writing to the
Secretary of the Corporation as set forth in this Section 10.1. To be timely, a
shareholder's notice shall be delivered to or received at the principal
executive offices of the Corporation not less than 90 days prior to the
anniversary date of the immediately preceding meeting of shareholders of the
Corporation called for the election of directors. Each such shareholder's notice
shall set forth: (a) the name and address of the shareholder who intends to make
the nomination and of the person or persons to be nominated; (b)a representation
that the shareholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder; (d) such other information regarding each nominee proposed by such
shareholder as would be required to be disclosed in solicitations of proxies
with respect to nominees for election as directors, pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended, including, but not
limited to, information required to be disclosed by Items 4, 5, 6 and 7 of
Schedule 14A and information which would be required to be filed on Schedule 14B
with the Securities and Exchange Commission (or any successors of such items or
schedules); (e) the consent of each nominee to serve as a director of the
Corporation if so elected; and (f) the class and number of shares of stock of
the Corporation which are beneficially owned by such shareholder on the date of
such shareholder notice and, to the extent known, by any other shareholders
known by such shareholder to be supporting such nominees on the date of such
shareholder notice. At the request of the Board of Directors, any person
nominated by the Board of Directors, or a nominating committee thereof, for
election as a director shall furnish to the Secretary of the Corporation that
information required to be set forth in a shareholder's notice of nomination
which pertains to the nominee together with the required written consents, each
as described herein.
The Board of Directors may reject any nomination by a shareholder not
timely made in accordance with the requirements of this Section 10.1. If the
Board of Directors, or a designated committee thereof, determines that the
information provided in a shareholder's notice does not satisfy the
informational requirements of this Section in any material aspect, the Secretary
of the Corporation shall notify such shareholder of the deficiency in the
notice. The shareholder shall have an opportunity to cure the deficiency by
providing additional information to the Secretary within such period of time,
not to exceed five days from the date such deficiency notice is given to the
shareholder, as the Board of Directors or such committee shall reasonably
determine. If the deficiency is not cured within such period, or if the Board of
Directors or such committee reasonably determines that the additional
information provided by the shareholder, together with information previously
provided, does not satisfy the requirements of this Section 10.1 in any material
respect, then the Board of Directors may reject such shareholder's nomination.
The Secretary of the Corporation shall notify a shareholder in writing whether
his nomination has been made in accordance with the time and informational
requirements of this Section 10.1. Notwithstanding the procedures set forth in
this paragraph, if neither the Board of Directors nor such committee makes a
determination as to the validity of any nominations by a shareholder, the
presiding officer of the annual meeting shall determine and declare at the
annual meeting whether the nomination was made in accordance with the terms of
this Section 10.1. If the presiding officer determines that a nomination was
made in accordance with the terms of this Section 10.1, he shall so declare at
the annual meeting and ballots shall be provided for use at the meeting with
respect to such nominee. If the presiding officer determines that a nomination
was not made in accordance with the terms of this Section 10.1, he shall so
declare at the annual meeting and the defective nomination shall be disregarded.
Section 10.2. The number of directors that shall constitute the whole Board
of Directors shall be not less than five nor more than twenty-five. The Board of
Directors shall be classified into three classes, each class to be elected for a
term of three years. The terms of the respective classes shall expire in
successive years as provided in Section 10.3 hereof. Within the foregoing
limits, the Board of Directors may from time to time fix the number of directors
and their respective classifications. No person shall be elected as a director
who has not attained the age of twenty-one (21) years. No person shall serve as
a director after he has attained the age of seventy (70) years.
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Each director shall own and hold solely in his name at least one hundred (100)
shares of the common stock of the Corporation, which shares shall be free of any
liens or other forms of encumbrances.
Section 10.3. At the 1987 annual meeting of shareholders of the
Corporation, the shareholders shall elect nine directors as follows: three Class
A directors to serve until the 1988 annual meeting of shareholders, three Class
B directors to serve until the 1989 annual meeting of shareholders, and three
Class C directors to serve until the 1990 annual meeting of shareholders. Each
class shall be elected in a separate election. At each annual meeting of
shareholders thereafter, successors to the class of directors whose term shall
then expire shall be elected to hold office for a term of three years, so that
the term of office of one class of directors shall expire in each year.
Section 10.4. The Board of Directors may declare vacant the office of a
director if:
(a) he is declared of unsound mind by an order of the court,
(b) he is convicted of a felony,
(c) he fails to attend during any fiscal year of the Corporation at least
two-thirds of the regular and special meetings of the Board of Directors without
good cause,
(d) within thirty days after notice of electing, he does not accept such
office either in writing or by attending a meeting of the Board of Directors, or
(e) the Board of Directors determines for any other proper cause such
declaration of vacancy is in the best interests of the Corporation.
Article 11
VACANCIES ON BOARD OF DIRECTORS
Section 11.1. Vacancies on the Board of Directors, including vacancies
resulting from an increase in the number of directors, shall be filled by a
majority of the remaining members of the Board of Directors, though less than a
quorum, and each person so appointed shall be a director until the expiration of
the term of office of the class of directors to which he was appointed.
Article 12
POWERS OF BOARD OF DIRECTORS
Section 12.1. The business and affairs of the Corporation shall be managed
by its Board of Directors, which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute or by the Articles
of Incorporation or by these By-laws directed or required to be exercised and
done by the shareholders.
Section 12.2. The Board of Directors shall have the power and authority to
appoint an Executive Committee and such other committees as may be deemed
necessary by the Board of Directors for the efficient operation of the
Corporation. The Executive Committee shall consist of the Chairman of the Board,
if any, the President and not less than one nor more than two other directors
(which other directors shall not be employees of the Corporation or any of its
subsidiaries). The Executive Committee shall meet at such time as may be fixed
by the Board of Directors, or upon call of the Chairman of the Board or the
President. A majority of members of the Executive Committee shall constitute a
quorum. The Executive Committee shall have and exercise the authority of the
Board of Directors in the intervals between the meetings of the Board of
Directors as may be permitted by law.
Article 13
MEETINGS OF THE BOARD OF DIRECTORS
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Section 13.1. An organization meeting may be held immediately following the
annual shareholders meeting without the necessity of notice to the directors to
constitute a legally convened meeting, or the directors may meet at such time
and place as may be fixed by either a notice or waiver of notice or consent
signed by all of such directors.
Section 13.2. Regular meetings of the Board of Directors shall be held not
less often than semi-annually at a time and place determined by the Board of
Directors at the preceding meeting. One or more directors may participate in any
meeting of the Board of directors, or of any committee thereof, by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear one another.
Section 13.3. Special meetings of the Board of Directors may be called by
the Chairman of the Board or the President on one day's notice to each director,
either personally or by mail, telegram or telephone; special meetings shall be
called by the Chairman of the Board or the President in like manner and on like
notice upon the written request of three directors.
Section 13.4. At all meetings of the Board of Directors, a majority of the
directors shall constitute a quorum for the transaction of business, and the
acts of a majority of the directors present at a meeting in person or by
conference telephone or similar communications equipment at which a quorum is
present in person or by such communications equipment shall be the acts of the
Board of Directors, except as may be otherwise specifically provided by statute
or by the Articles of Incorporation or by these By-laws. If a quorum shall not
be present in person or by communications equipment at any meeting of the
directors, the directors present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or as permitted herein.
Article 14
INFORMAL ACTION BY THE BOARD OF DIRECTORS
Section 14.1. If all the directors shall severally or collectively consent
in writing, including but not limited to telegrams and radiograms, to any action
to be taken by the Corporation, such action shall be as valid a corporation
action as though it had been authorized at a meeting of the Board of Directors.
Article 15
COMPENSATION OF DIRECTORS
Section 15.1. Directors, as such, may receive a stated salary for their
services or a fixed sum and expenses for attendance at regular and special
meetings, or any combination of the foregoing as may be determined from time to
time by resolution of the Board of Directors, and nothing contained herein shall
be construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
Article 16
OFFICERS
Section 16.1. The officers of Corporation shall be elected by the Board of
Directors at its organization meeting and shall be a President, a Secretary and
a Treasurer. At its option, the Board of Directors may elect a Chairman of the
Board. The Board of Directors may also elect one or more Vice Presidents and
such other officers and appoint such agents as it shall deem necessary, who
shall hold their offices for such terms, have such authority and perform such
duties as may from time to time be prescribed by the Board of Directors. Any two
or more offices may be held by the same person.
Section 16.2. The compensation of all officers of the Corporation shall be
fixed by the Board of Directors.
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Section 16.3. The Board of Directors may remove any officer or agent
elected or appointed, at any time and within the period, if any, for which such
person was elected or employed whenever in the Board of Directors' judgment it
is in the best interests of the Corporation, and all persons shall be elected
and employed subject to the provisions thereof. If the office of any officer
becomes vacant for any reason, the vacancy may be filled by the Board of
Directors.
Article 17
THE CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD
Section 17.1. The Chairman of the Board shall preside at all meetings of
the shareholders and directors. He shall supervise the carrying out of the
policies adopted or approved by the Board of Directors. He shall have the
specific powers conferred by these By-laws, as well as such further powers and
duties as from time to time may be conferred upon or assigned to him by the
Board of Directors.
Section 17.2. The Vice-Chairman of the Board shall preside, in the absence
of the Chairman of the Board, at all meetings of the shareholders and directors.
He shall also have and may exercise such further powers and duties as from time
to time may be conferred upon or assigned to him by the Board of Directors.
Article 18
THE PRESIDENT
Section 18.1. The President shall be the chief executive officer of the
Corporation; shall have general and active management of the business of the
Corporation; shall see that all orders and resolutions of the Board of Directors
are put into effect subject, however, to the right of the Board of Directors to
delegate any specific powers, except such as may be by the statute exclusively
conferred on the President, to any other officer or officers of the Corporation
shall execute bonds, mortgages and other contracts requiring a seal under the
seal of the Corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation. In the absence or incapacity of the Chairman and
Vice-Chairman of the Board, the President shall preside at meetings of the
shareholders and the directors. If there is no Chairman of the Board, the
President shall have and exercise all powers conferred by these By-laws or
otherwise on the Chairman of the Board. The President may delegate some or all
of his responsibilities to a chief executive officer of the Corporation subject
to the approval of the Board of Directors.
Article 19
THE VICE PRESIDENT
Section 19.1. The Vice President or, if more than one, the Vice Presidents
in the order established by the Board of Directors shall, in the absence or
incapacity of the President, exercise all powers and perform the duties of the
President. The Vice Presidents, respectively, shall also have such other
authority and perform such other duties as may be provided in these By-laws or
as shall be determined by the Board of Directors or the President. Any Vice
President may, in the discretion of the Board of Directors, be designated as
"executive", "senior", or by departmental or functional classification.
Article 20
THE SECRETARY
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Section 20.1. The Secretary shall attend all meetings of the Board of
Directors and of the shareholders and keep accurate records thereof in one or
more minute books kept for that purpose and shall perform the duties customarily
performed by the secretary of a corporation and such other duties as may be
assigned to him by the Board of Directors or the President.
Article 21
THE TREASURER
Section 21.1. The Treasurer shall have the custody of the corporate funds
and securities; shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall perform such other
duties as may be assigned to him by the Board of Directors or the President. He
shall give bond in such sum and with such surety as the Board of Directors may
from time to time direct.
Article 22
ASSISTANT OFFICERS
Section 22.1. Each assistant officer shall assist in the performance of the
duties of the officer to whom he is assistant and shall perform such duties in
the absence of the officer. He shall perform such additional duties as the Board
of Directors, the President or the officer to whom he is assistant may from time
to time assign him. Such officers may be given such functional titles as the
Board of Directors shall from time to time determine.
Article 23
INDEMNIFICATION OF OFFICERS AND EMPLOYEES
Section 23.1. The corporation shall indemnify any officer and/or employee,
or any former officer and/or employee, who was or is a party to, or is
threatened to be made a party to, or who is called to be a witness in connection
with, any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that such person is or was
an officer and/or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful.
Section 23.2. The corporation shall indemnify any officer and/or employee,
who was or is a party to, or is threatened to be made a party to, or who is
called as a witness in connection with, any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that such person is or was a director, officer,
and/or employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against amounts paid in settlement and expenses
(including attorneys' fees) actually and reasonable incurred by him in
connection with the defense or settlement of, or serving as a witness in, such
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action or suit if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the Corporation and except
that no indemnification shall be made in respect of any such claim, issue or
matter as to which such person shall have been adjudged to be liable for
misconduct in the performance of his duty to the Corporation.
Section 23.3. Except as may be otherwise ordered by a court, there shall be
a presumption that any officer and/or employee is entitled to indemnification as
provided in Sections 23.1 and 23.2 of this Article unless either a majority of
the directors who are not involved in such proceedings ("disinterested
directors") or, if there are less than three disinterested directors, then the
holders of one-third of the outstanding shares of the Corporation determine that
the person is not entitled to such presumption by certifying such determination
in writing to the Secretary of the Corporation. In such event the disinterested
director(s) or, in the event of certification by shareholders, the secretary of
the Corporation shall request of independent counsel, who may be the outside
general counsel of the Corporation, a written opinion as to whether or not the
parties involved are entitled to indemnification under sections 23.1 and 23.2 of
this Article.
Section 23.4. Expenses incurred by an officer and/or employee in defending
a civil or criminal action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized in the manner provided under Section 23.3 of this Article upon
receipt of an undertaking by or on behalf of the officer and/or employee to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation.
Section 23.5. The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which a person seeking indemnification
may be entitled under any agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his official capacity while
serving as an officer and/or employee and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be an
officer and/or employee and shall inure to the benefit of the heirs, executors
and administrators of such a person.
Section 23.6. The Corporation may create a fund of any nature, which may,
but need not be, under the control of a trustee, or otherwise secure or insure
in any manner its indemnification obligations arising under this Article.
Section 23.7. The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was an officer and/or employee of
the Corporation, or is or was serving at the request of the Corporation as an
officer and/or employee of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article.
Section 23.8. Indemnification under this Article shall not be made in any
case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
Article 24
INDEMNIFICATION OF DIRECTORS
Section 24.1. A director of this Corporation shall stand in a fiduciary
relation to the Corporation and shall perform his duties as a director,
including his duties as a member of any committee of the board upon which he may
serve, in good faith, in a manner he reasonable believes to be in the best
interests of the Corporation, and with such care, including reasonable inquiry,
skill and diligence, as a person of ordinary prudence would use under similar
circumstances. In performing his duties, a director shall be entitled to rely in
good faith on information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or presented by any
of the following:
(a) One or more officers or employees of the Corporation whom the director
reasonably believes to be reliable and competent in the matters presented.
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(b) Counsel, public accountants or other persons as to matters which the
director reasonably believes to be within the professional or expert competence
of such person.
(c) A committee of the board upon which he does not serve, duly designated
in accordance with law, as to matters within its designated authority, which
committee the director reasonable believes to merit confidence.
A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause his reliance to be
unwarranted.
Section 24.2. In discharging the duties of their respective positions, the
board of directors, committees of the board, and individual directors may, in
considering the best interests of the Corporation, consider the effects of any
action upon employees, upon suppliers and customers of the Corporation and upon
communities in which offices or other establishments of the Corporation are
located, and all other pertinent factors. The consideration of those factors
shall not constitute a violation of Section 24.1.
Section 24.3. Absent a breach of fiduciary duty, lack of good faith or
self-dealing, actions taken as a director or any failure to take any action
shall be presumed to be in the best interests of the Corporation.
Section 24.4. A director of this Corporation shall not be personally liable
for monetary damages as such for any action taken or for any failure to take any
action, unless:
(a) the director has breached or failed to perform the duties of his office
under the provisions of Section 24.1 and 24.2, and
(b) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.
Section 24.5. The provisions of Section 24.4. shall not apply to:
(a) the responsibility or liability of a director pursuant to a criminal
statute, or
(b) the liability of a director for the payment of taxes pursuant to local,
state or federal law.
Section 24.6. The Corporation shall indemnify any director, or any former
director who was or is a party to, or is threatened to be made a party to, or
who is called to be a witness in connection with, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a director of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best interests
of the Corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful.
Section 24.7. The Corporation shall indemnify any director who was or is a
party to, or is threatened to be made a party to, or who is called as a witness
in connection with, any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer and/or employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against amounts paid in settlement and expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of, or serving as a witness in, such action or suit if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
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the best interests of the Corporation and except that no indemnification shall
be made in respect of any such claim, issue or matter as to which such person
shall have been adjudged to be liable for misconduct in the performance of his
duty to the Corporation.
Section 24.8. Except as may be otherwise ordered by a court, there shall be
a presumption that any director is entitled to indemnification as provided in
Sections 24.6 and 24.7 of this Article unless either a majority of the directors
who are not involved in such proceedings ("disinterested directors"), or, if
there are less than three disinterested directors, then the holders of one-third
of the outstanding shares of the Corporation determine that the person is not
entitled to such presumption by certifying such determination in writing to the
Secretary of the Corporation. In such event the disinterested director(s) or, in
the event of certification by shareholders, the Secretary of the Corporation
shall request of independent counsel, who may be the outside general counsel of
the Corporation, a written opinion as to whether or not the parties involved are
entitled to indemnification under Sections 24.6 and 24.7 of this Article.
Section 24.9. Expenses incurred by a director in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized in the
manner provided under Section 24.8 of this Article upon receipt of an
undertaking by or on behalf of the director, officer and/or employee to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article.
Section 24.10. The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which a person seeking indemnification
may be entitled under any agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his official capacity while
serving as a director and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director and
shall inure to the benefit of the heirs, executors and administrators or such a
person.
Section 24.11. The Corporation may create a fund of any nature, which may,
but need not be, under the control of a trustee, or otherwise secure or insure
in any manner its indemnification obligations arising under this article.
Section 24.12. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.
Section 24.13. Indemnification under this Article shall not be made in any
case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
Section 24.14. For purposes of Article 24, the term director shall be
interpreted to include individuals who are members of the Corporation's Board of
Directors (including directors and directors emeritus), members of committees
created by the Board of Directors and members of any advisory boards or
committees thereof. All such persons meeting the requirements of the term
director, as defined in this Section 24.14, shall be afforded the maximum
indemnification allowable under Pennsylvania Law.
Article 25
CERTIFIED AND UNCERTIFIED SHARES
Section 25.1. Shares of the Corporation's stock may be certified or
uncertified as provided under Pennsylvania law. All certificates of stock of the
Corporation shall be numbered and shall be entered in the books of the
Corporation as they are issued. They shall exhibit the holder's name, the number
and class of shares, the par value of such shares or a statement that such
shares are without par value. They shall be signed by the President or a Vice
President and by the Secretary or the Treasurer or by any other person properly
authorized by the Board of Directors. Any or all of the signatures on the
certificated may be a facsimile. If any officer who has signed, or whose
facsimile
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signature has been placed upon, any share certificate shall cease to be such
officer because of death, resignation or otherwise before that certificate is
issued, it may be issued by the Corporation with the same effect as if the
officer had not ceased to be such at the date of issue.
Article 26
TRANSFER OF SHARES
Section 26.1. Transfer of stock shall be made on the books of the
Corporation only by the record holder of such stock, or by an attorney lawfully
constituted in writing, and, in the case of stock represented by a certificate,
upon surrender of the certificate.
Article 27
LOST CERTIFICATES
Section 27.1. Where a shareholder of the Corporation alleges the loss,
theft or destruction of one or more certificates for shares of the Corporation
and requests the issuance of a substitute certificate therefor, the Board of
Directors may direct a new certificate of the same tenor and for the same number
of shares to be issued to such person upon such person's making of an affidavit
in form satisfactory to the Board of Directors setting forth the facts in
connection therewith, provided that prior to the receipt of such request the
Corporation shall not have either registered a transfer of such certificate or
received notice that such certificate has been acquired by a bona fide
purchaser. When authorizing such issue of a new certificate the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate, or his
heirs or legal representatives, as the case may be, to advertise the same in
such manner as it shall require and/or give the Corporation a bond in such form
and with surety or sureties, with fixed or open penalty, as shall be
satisfactory to the Board f Directors, as indemnity for any liability or expense
which it may incur by reason of the original certificate outstanding.
Article 28
DIVIDENDS
Section 28.1. The Board of Directors may, from time to time, at any duly
convened regular or special meeting or by unanimous consent in writing, declare
and pay dividends upon the outstanding shares of capital stock of the
Corporation in cash, property or shares of the Corporation, as long as any
dividend shall not be in violation of law or the Articles of Incorporation.
Section 28.2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
Board of Directors from time to time, in their absolute discretion, think proper
as a reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purposes as the Board of Directors shall believe to be for the best interests of
the Corporation, and the Board of Directors may reduce or abolish any reserve in
the manner in which it was created.
Article 29
FINANCIAL REPORT TO SHAREHOLDERS
Section 29.1. The President and the Board of Directors shall present at
each annual meeting of the shareholders a full and complete statement of the
business and affairs of the corporation for the preceding year.
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Article 30
INSTRUMENTS
Section 30.1. All checks or demands for money and notes of the Corporation
shall be signed by such officer of officers or such other person or persons as
the President or the Board of Directors may from time to time designate.
Section 30.2. All agreements, indentures, mortgages, deeds, conveyances,
transfers, certificates, declarations, receipts, discharges, releases,
satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds,
undertakings, proxies and other instruments and documents may be signed,
executed, acknowledged, verified, delivered or accepted, including those in
connection with the fiduciary powers of the Corporation, on behalf of the
Corporation by the President or other persons as may be designated by him.
Article 31
FISCAL YEAR
Section 31.1. The fiscal year of the Corporation shall be the calendar
year.
Article 32
SEAL
Section 32.1. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Pennsylvania". Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed in any manner reproduced.
Article 33
NOTICES AND WAIVERS THEREOF
Section 33.1. Whenever, under the provisions of applicable law or of the
Articles of Incorporation or of these By-laws, written notice is required to be
given to any person, it may be given to such person either personally or by
sending a copy thereof through the mail or by telegram, charges prepaid, to his
address appearing on the books of the Corporation or supplied by him to the
Corporation for the purpose of notice. If the notice is sent by mail or
telegraph, it shall be deemed to have been given to the person entitled thereto
when deposited in the United States mail or with a telegraph office for
transmission to such person. Such notice shall specify the place, day and hour
of the meeting and, in the case of a special meeting of shareholders, the
general nature of the business to be transacted.
Section 33.2. Any written notice required to be given to any person may be
waived in writing signed by the person entitled to such notice whether before or
after the time stated therein. Attendance of any person entitled to notice
whether in person or by proxy, at any meeting shall constitute a waiver of
notice of such meeting, except where any person attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting was not lawfully called or convened. Where written notice is required of
any meeting, the waiver thereof must specify the purpose only if it is for a
special meeting of shareholders.
Article 34
AMENDMENTS
Section 34.1. These By-laws may be altered, amended or repealed by the
affirmative vote of the holders of seventy-five percent (75%) of the outstanding
shares of Common Stock at any regular or special meeting duly convened after
notice to the shareholders of that purpose, or by a majority vote of the members
of the Board of Directors at any
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regular or special meeting thereof duly convened after notice to the directors
of that purpose, subject always to the power of the shareholders to change such
action of the Board of Directors by the affirmative vote of the holders of
seventy-five percent (75%) of the outstanding shares of Common Stock.
Article 35
OPT OUT AND NONAPPLICABILITY OF SUBCHAPTER G
AND SUBCHAPTER H OF CHAPTER 25 OF THE BUSINESS
CORPORATION LAW OF 1988, AS ADDED AND AMENDED BY
ACT 36 OF 1990
Section 35.1. Opt Out and Nonapplicability of Subchapter G. This
Corporation specifically opts out and shall not be governed by Subchapter G,
Control-share Acquisitions, of Chapter 25 of the Business Corporation Law of
1988, as added and amended by Act 36 of 1990. Subchapter G, Control-share
Acquisitions, of Chapter 25 of the Business Corporation Law of 1988, as added
and amended by Act 36 of 1990, shall not be applicable to the Corporation.
Section 35.2. Opt Out and Nonapplicability of Subchapter H. This
Corporation specifically opts out and shall not be governed by Subchapter H,
Disgorgement by Certain Controlling Shareholders Following Attempts to Acquire
Control, of Chapter 25 of the Business Corporation Law of 1988, as added and
amended by Act 36 of 1990. Subchapter H, Disgorgement by Certain Controlling
Shareholders Following Attempts to Acquire Control, of Chapter 25 of the
Business Corporation Law of 1988, as added and amended by Act 36 of 1990, shall
not be applicable to the Corporation.
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