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EXHIBIT (3)(c)
As amended by the Board of Directors
at a meeting held June 28, 1995
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 or the President.
1.3 PLACE. The annual meeting of shareholders shall be
held at the principal office of the Company. 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.
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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
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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.
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ARTICLE II
DIRECTORS
2.1 NUMBER AND TERM. The Board of Directors shall
consist of thirteen persons, comprising three classes of directors of which two
classes shall consist of four directors each and one class shall consist of
five directors. At each annual meeting of shareholders, the successors to
those directors whose terms expire in that year shall be elected to hold office
for a term of three years each, so that the term of office of one class of
directors shall expire in each year.
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; provided, however, that at the 1993 annual meeting of
shareholders Garza Baldwin, Jr. and John W. Kennedy may each be reelected a
director for one additional three-year term. When the term of any director,
other than Garza Baldwin, Jr. or John W. Kennedy or 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
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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 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 President or any
three or more directors. 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
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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 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
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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 Board of Directors shall have power to
elect or appoint at any time a Chairman of the Board, a President, one or more
Vice Presidents, a Secretary, a Treasurer, a Comptroller and such other
officers as the Board of Directors may deem advisable. 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 in the absence or disability of the
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President shall have the authority and perform the duties of the President.
2.16 PRESIDENT. The President shall be the chief
executive officer of the Company and shall preside at all meetings of the
shareholders and, in the absence or disability of the Chairman of the Board, of
the Executive Committee of the Board of Directors. He shall be responsible for
the general management of the business, subject to the control of the Board of
Directors. In the absence or disability of the Chairman, or if that office is
vacant, the President shall preside at all meetings of the Board of Directors.
2.17 VICE PRESIDENTS. In the absence or disability of the
President and Chairman of the Board, the Vice Presidents in the order
designated by the Board of Directors shall have the authority and perform the
duties of the President.
2.18 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 President shall have the
authority and perform the duties of the Secretary.
2.19 TREASURER. The Treasurer shall have charge of the
securities of the 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, an Assistant Treasurer or any other person designated by the
Board of Directors or the
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President shall have the authority and perform the duties of the Treasurer.
2.20 COMPTROLLER. The Comptroller 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 data relating to the Company's business.
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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, judgments, penalties, fines and amounts paid in
settlement actually and reasonably
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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
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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, 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
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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 VI
STOCK CERTIFICATES AND CORPORATE SEAL
4.1 EXECUTION. Certificates for shares of capital stock
of the Company shall be signed by the President or a Vice President and by the
Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer, but
where a certificate is
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signed by a transfer agent or a registrar, the signature of any corporate
officer may be a facsimile, engraved or printed. The corporate seal, which may
be a facsimile, engraved or printed, shall appear on each certificate but need
not be attested. In case any officer who has signed or whose facsimile
signature has been placed upon any certificate shall have ceased to be such
officer because of death, resignation or otherwise, before the certificate is
issued, it may be issued by the Company with the same effect as if the officer
had not ceased to be such at the date of its issue. No certificate for shares
of capital stock of the Company shall be issued in place of any certificate
alleged to have been lost, stolen or destroyed, except in such manner and upon
such terms as the Board of Directors shall authorize.
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
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(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 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
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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 during such emergency and upon
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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
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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
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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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