Exhibit 3.2
BYLAWS
OF
JADE FINANCIAL CORP.
These Bylaws amend and restate, in their entirety, the
Bylaws of JADE FINANCIAL CORP. and all prior Bylaws and all
amendments thereto.
ARTICLE I
SHAREHOLDERS
Section 1.01 - Annual Meeting -
(a) General. The annual meeting of shareholders shall be
held on such day each year as may be fixed from time to
time by the board of directors, or, if no day be so
fixed, on the fourth Tuesday of April of each year;
provided, however, that if such day falls upon a legal
holiday, then on the next business day thereafter. At
each annual meeting of shareholders, directors shall be
elected, reports of the affairs of the corporation
shall be considered, and such other business as may
properly come before the meeting may be transacted.
(b) Conduct of Meetings. At every meeting of the
shareholders, the Chairman of the Board or, in his
absence, the officer designated by the Chairman of the
Board, or, in the absence of such designation, a
chairman (who shall be one of the officers, if any is
present) chosen by a majority of the members of the
board of directors shall act as chairman of the
meeting. The chairman of the meeting shall have any
and all powers and authority necessary in the
chairman's sole discretion to conduct an orderly
meeting and preserve order and to determine any and all
procedural matters, including imposing reasonable
limits on the amount of time at the meeting taken up in
remarks by any one shareholder or group of
shareholders. In addition, until the business to be
completed at a meeting of the shareholders is
completed, the chairman of a meeting of the
shareholders is expressly authorized to temporarily
adjourn and postpone the meeting from time to time.
The Secretary of the corporation or, in the Secretary's
absence, an assistant secretary, shall act as Secretary
of all meetings of the shareholders. In the absence at
such meeting of the Secretary or assistant secretary,
the chairman of the meeting may appoint another person
to act as Secretary of the meeting.
<PAGE 1>
Section 1.02 - Special Meetings - Special meetings of the
shareholders may be called only in accordance with the articles
of incorporation of the corporation. Upon written request to the
Chief Executive Officer or the Secretary, sent by registered mail
or delivered to such officer in person, of any person or persons
entitled to call a special meeting of the shareholders, it shall
be the duty of the Secretary to fix the time of the meeting,
which shall be held not more than sixty (60) days after the
receipt of the request. If the Secretary neglects or refuses to
fix the time of the meeting, the person or persons duly calling
the meeting may do so.
Section 1.03 - Place of Meeting - All meetings of the
shareholders shall be held at such place, within or without the
Commonwealth of Pennsylvania, as may be designated by the board
of directors in the notice of meeting. In the absence of such
designation, shareholders' meetings shall be held at the
registered office of the corporation.
Section 1.04 - Notice of Meetings of Shareholders - Except as
provided otherwise in these bylaws or required by law, written
notice of every meeting of the shareholders shall be given by, or
at the direction of, the Secretary or other authorized person, to
each shareholder of record entitled to vote at the meeting at
least ten (10) days prior to the day named for the meeting.
Section 1.05 - Contents - The notice of the meeting shall specify
the place, day and hour of the meeting and, in the case of a
special meeting, the general nature of the business to be
transacted. If the purpose, or one of the purposes, of the
meeting is to consider the adoption, amendment or repeal of the
bylaws, there shall be included in, enclosed with, or accompanied
by, the notice a copy of the proposed amendment or a summary of
the changes to be made by the amendment.
Section 1.06 - Quorum -
(a) Annual Meetings. An annual meeting of the shareholders
duly called shall not be organized for the transaction
of business unless a quorum is present. The presence
in person or by proxy of shareholders entitled to cast
at least a majority of the votes that all shareholders
are entitled to cast on a particular matter to be acted
upon at the meeting shall constitute a quorum for the
purposes of consideration and action on such matter.
The shareholders present at a duly organized annual
meeting can continue to do business until adjournment
notwithstanding the withdrawal of enough shareholders
to leave less than a quorum.
(b) Special Meetings. A special meeting of the
shareholders duly called shall not be organized for the
transaction of business unless a quorum is present.
The presence in person or by proxy of shareholders
entitled to cast at least a majority of the votes that
<PAGE 2> all shareholders are entitled to cast on a
particular matter to be acted upon at the meeting shall
constitute a quorum for the purposes of consideration
and action on such matter. The shareholders present at
a duly organized special meeting can continue to do
business until adjournment notwithstanding the
withdrawal of enough shareholders to leave less than a
quorum.
Section 1.07 - Adjournments - If a meeting of the shareholders
duly called cannot be organized because a quorum has not
attended, the chairman of the meeting or a majority of
shareholders present in person or by proxy and entitled to vote
may adjourn the meeting to such time and place as they may
determine.
At any meeting at which directors are to be elected and which has
previously been adjourned for lack of a quorum, the shareholders
present and entitled to vote, although less than a quorum as
fixed herein, shall nevertheless constitute a quorum for the
purpose of electing directors. In other cases, those
shareholders entitled to vote who attend a meeting of the
shareholders that has been previously adjourned for one or more
periods aggregating at least fifteen (15) days because of an
absence of quorum, although less than a quorum as fixed herein,
shall nonetheless constitute a quorum for the purpose of acting
upon any matter stated in the notice of the meeting, provided the
notice of meeting states that shareholders who attend such
adjourned meeting shall nonetheless constitute a quorum for the
purpose of acting upon the matter.
When a meeting of the shareholders is adjourned, it shall not be
necessary to give any notice of the adjourned meeting or of the
business to be transacted at the adjourned meeting other than by
announcement at the meeting at which the adjournment is taken,
unless the board of directors fixes a new record date for the
adjourned meeting or unless notice of the business to be
transacted was required by the Pennsylvania Business Corporation
Law of 1988, as it may be amended, to be stated in the original
notice of the meeting and such notice had not been previously
provided.
Section 1.08 - Action by Shareholders - Unless otherwise required
by law, the articles of incorporation or these bylaws, whenever
any corporate action is to be taken by vote of the shareholders,
it shall be authorized upon receiving the affirmative vote of a
majority of the votes cast by all shareholders entitled to vote
thereon and, if any shareholders are entitled to vote thereon as
a class, upon receiving the affirmative vote of the majority of
the votes cast by the shareholders entitled to vote as a class on
the matter.
Section 1.09 - Voting Rights of Shareholders - Unless otherwise
provided in the articles of incorporation, every shareholder of
the corporation shall be entitled to one vote for every share
<PAGE 3> outstanding in the name of the shareholder on the books
of the corporation.
Section 1.10 - Voting and Other Action by Proxy -
(a) General. 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 that shareholder by proxy. The presence of, or
vote or other action at a meeting of shareholders, or
the expression of consent or dissent to corporate
action in writing, by a proxy of a shareholder shall
constitute the presence of, or vote or action by, or
written consent or dissent of the shareholder.
Where two or more proxies of a shareholder are present,
the corporation shall, unless otherwise expressly
provided in the proxy, accept as the vote of all shares
represented thereby the vote cast by a majority of them
and, if a majority of the proxies cannot agree whether
the shares represented shall be voted, or upon the
manner of voting the shares, the voting of the shares
shall be divided equally among those persons.
(b) Minimum Requirements. Every proxy shall be executed in
writing by the shareholder or by the duly authorized
attorney-in-fact of the shareholder and filed with the
Secretary of the corporation. A telegram, telex,
cablegram, datagram or similar transmission from a
shareholder or attorney-in-fact, or a photographic,
facsimile or similar reproduction of a writing executed
by a shareholder or attorney-in-fact:
(1) may be treated as properly executed; and
(2) shall be so treated if it sets forth a
confidential and unique identification number or
other mark furnished by the corporation to the
shareholder for the purposes of a particular
meeting or transaction.
(c) Revocation. 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 written notice thereof has been given
to the Secretary of the corporation. An unrevoked
proxy shall not be valid after three years from the
date of its execution unless a longer time is expressly
provided therein. 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 the death or incapacity is given to the
Secretary of the corporation. <PAGE 4>
Section 1.11 - Voting by Fiduciaries and Pledgees - Shares of the
corporation standing in the name of a trustee or other fiduciary
and shares held by an assignee for the benefit of creditors or by
a receiver may be voted by the trustee, fiduciary, assignee or
receiver. A shareholder whose shares are pledged shall be
entitled to vote the shares until the shares have been
transferred into the name of the pledgee, or a nominee of the
pledgee, but nothing in this section shall affect the validity of
a proxy given to a pledgee or nominee.
Section 1.12 - Voting of Joint Holders of Shares -
(a) General. Where shares of the corporation are held
jointly or as tenants in common by two or more persons,
as fiduciaries or otherwise:
(1) if only one or more of such persons is present in
person or by proxy, all of the shares standing in
the name of such persons shall be deemed to be
represented for the purpose of determining a
quorum and the corporation shall accept as the
vote of all the shares the vote cast by a joint
owner or a majority of them; and
(2) if the persons are equally divided upon whether
the shares held by them shall be voted or upon the
manner of voting the shares, the voting of the
shares shall be divided equally among the persons
without prejudice to the rights of the joint
owners or the beneficial owners thereof among
themselves.
(b) Exception. If there has been filed with the Secretary
of the corporation a copy, certified by an attorney at
law to be correct, of the relevant portions of the
agreement under which the shares are held or the
instrument by which the trust or estate was created or
the order of court appointing them or of an order of
court directing the voting of the shares, the persons
specified as having such voting power in the document
latest in date of operative effect so filed, and only
those persons, shall be entitled to vote the shares but
only in accordance therewith.
Section 1.13 - Voting by Corporations - Any corporation that is a
shareholder of this corporation may vote by any of its officers
or agents, or by proxy appointed by any officer or agent, unless
some other person, by resolution of the board of directors of the
other corporation or a provision of its articles or bylaws, a
copy of which resolution or provision certified to be correct by
one of its officers has been filed with the Secretary of this
corporation, is appointed its general or special proxy in which
case that person shall be entitled to vote the shares.
<PAGE 5>
Section 1.14 - Determination of Record Date - The board of
directors may fix a time prior to the date of any meeting of
shareholders as a record date for the determination of the
shareholders entitled to notice of, or to vote at, the meeting,
which time, except in the case of an adjourned meeting, shall be
not more than 90 days prior to the date of the meeting of
shareholders. Only shareholders of record on the date fixed
shall be so entitled notwithstanding any transfer of shares on
the books of the corporation after any record date fixed as
provided in this section. The board of directors may similarly
fix a record date for the determination of shareholders of record
for any other purpose. When a determination of shareholders of
record has been made as provided in this section for purposes of
a meeting, the determination shall apply to any adjournment
thereof unless the board fixes a new record date for the
adjourned meeting.
Section 1.15 - Voting List - The officer or agent having charge
of the transfer books for shares of the corporation shall make a
complete list of the shareholders entitled to vote at any meeting
of shareholders, arranged in alphabetical order, with the address
of and the number of shares held by each. The list shall be
produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the
whole time of the meeting for the purposes thereof.
Failure to comply with the requirements of this section shall not
affect the validity of any action taken at a meeting prior to a
demand at the meeting by any shareholder entitled to vote thereat
to examine the list. The original share register or transfer
book, or a duplicate thereof kept in Pennsylvania, shall be prima
facie evidence as to who are the shareholders entitled to examine
the list or share register or transfer book or to vote at any
meeting of shareholders.
Section 1.16 - Judges of Election - In advance of any meeting of
shareholders of the corporation, the board of directors may
appoint judges of election, who need not be shareholders, to act
at the meeting or any adjournment thereof. If judges of election
are not so appointed, the presiding officer of the meeting may,
and on the request of any shareholder shall, appoint judges of
election at the meeting. The number of judges shall be one or
three. No person who is a candidate for office to be filled at
the meeting shall act as a judge of election.
In the event any person appointed as a judge fails to appear or
fails or refuses to act, the vacancy may be filled by appointment
made by the board of directors in advance of the convening of the
meeting or at the meeting by the presiding officer thereof.
The judges of election shall determine the number of shares
outstanding and the voting power of each, the shares represented
at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, receive votes or ballots, hear
and determine all challenges and questions in any way arising in
<PAGE 6> connection with the right to vote, count and tabulate
all votes, determine the result and do such acts as may be proper
to conduct the election or vote with fairness to all
shareholders. The judge or judges of election shall perform
their duties impartially, in good faith, to the best of their
ability and as expeditiously as is practical. If there are three
judges of election, the decision, act or certificate of a
majority shall be effective in all respects as the decision, act
or certificate of all.
On request of the presiding officer of the meeting, or of any
shareholder, the judge or judges shall make a report in writing
of any challenge or question or matter determined by them, and
execute a certificate of any fact found by them. Any report or
certificate made by them shall be prima facie evidence of the
facts stated therein.
Section 1.17 - No Consent of Shareholders in Lieu of Meeting - No
action required to be taken or which may be taken at any annual
or special meeting of shareholders of the corporation may be
taken without a meeting, and the power of the shareholders to
consent in writing to action without a meeting is specifically
denied.
Section 1.18 - Agenda for Annual Meeting - Matters to be placed
on the agenda for consideration at annual meetings of
shareholders may be proposed by the board of directors or by any
shareholder entitled to vote for the election of directors.
Matters proposed for the agenda by shareholders entitled to vote
for the election of directors shall be made by notice in writing,
delivered or mailed by first class United States mail, postage
prepaid, to the Secretary of the corporation not less than ninety
(90) days nor more than one hundred and fifty (150) days prior to
any annual meeting of shareholders; provided, however, that if
less than twenty-one (21) days' notice of the meeting is given to
shareholders, such written notice shall be delivered or mailed,
as prescribed, to the secretary of the corporation not later than
the close of the seventh day following the day on which notice of
the meeting was mailed to shareholders. Notice of matters which
are proposed by the board of directors shall be given by the
Chairman of the Board or any other appropriate officer. Each
notice given by a shareholder shall set forth a brief description
of the business desired to be brought before the annual meeting.
The Chairman of the meeting of shareholders may determine and
declare to the meeting that a matter proposed for the agenda was
not made in accordance with the foregoing procedure, and if he
should so determine, he shall so declare to the meeting and the
matter shall be disregarded.
<PAGE 7>
ARTICLE II
BOARD OF DIRECTORS
Section 2.01 - General - Unless otherwise provided by statute,
all powers vested by law in the corporation shall be exercised by
or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of, the board of
directors of the corporation.
Section 2.02 - Number, Qualifications, Selection and Term of
Office - The board of directors of the corporation shall consist
of at least one (1) and not more than twenty-five (25) directors,
the exact number to be set from time to time by resolution of the
board of directors. Each director shall be a natural person of
full age. Each director shall hold office until the expiration
of the term for which he or she was selected and until a
successor has been selected and qualified or until his or her
earlier death, resignation or removal. A decrease in the number
of directors shall not have the effect of shortening the term of
any incumbent director.
Section 2.03 - Nominations for Directors - Nominations for the
election of directors may be made by the board of directors or by
any shareholder entitled to vote for the election of directors.
Nominations made by a shareholder entitled to vote for the
election of directors shall be made by notice in writing,
delivered or mailed by first class United States mail, postage
prepaid, to the Secretary of the corporation not less than ninety
(90) days prior to any meeting of the shareholders called for the
election of directors; provided, however, that if less than
twenty-one (21) days' notice of the meeting is given to
shareholders, such written notice shall be delivered or mailed,
as prescribed, to the Secretary of the corporation not later than
the close of the seventh day following the day on which notice of
the meeting was mailed to shareholders. Notice of nominations
which are proposed by the board of directors shall be given by
the Chairman of the Board or any other appropriate officer. Each
notice of nominations made by a shareholder shall set forth
(i) the name, age, business address and, if known, residence
address of each nominee proposed in such notice, (ii) the
principal occupation or employment of each such nominee, and
(iii) the number of shares of capital stock of the corporation
which are beneficially owned by each such nominee. Upon
receiving a notice of nomination made by a shareholder, the board
of directors shall be entitled to request any other information
relating to such nominee deemed relevant by the board. The
Chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so
determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
Section 2.04 - Election - Except as otherwise provided in these
bylaws, directors of the corporation shall be elected by the
<PAGE 8> shareholders. In elections for directors, voting need
not be by ballot unless required by vote of the shareholders
before the voting for election of directors begins. The
candidates receiving the highest number of votes, up to the
number of directors to be elected, shall be elected.
Section 2.05 - Vacancies -
(a) Vacancies. Vacancies in the board of directors shall
exist in the case of the happening of any of the
following events: (i) the death or resignation of any
director; (ii) if at any annual or special meeting the
shareholders at which directors are to be elected, the
shareholders fail to elect the full authorized number
of directors to be voted for at that meeting; (iii) an
increase in the number of directors by resolution of
the board of directors; (iv) the removal of a director
by the affirmative vote of shareholders of the
corporation in accordance with the articles of
incorporation of the corporation; or (v) the removal of
a director by the board of directors or a court of
competent jurisdiction in accordance with these bylaws
or otherwise in accordance with law.
(b) Filling Vacancies. Vacancies in the board of
directors, including vacancies resulting from an
increase in the number of directors, may be filled by a
majority vote of the remaining members of the board
though less than a quorum, or by a sole remaining
director, and each person so selected shall be a
director to serve for the balance of the unexpired term
and until his or her successor has been selected and
qualified or until his or her earlier death,
resignation or removal.
Section 2.06 - Removal and Resignation -
(a) Removal by Shareholders. A director may be removed by
shareholders only in accordance with the articles of
incorporation of the corporation.
(b) Removal by Action of the Directors. The board of
directors may declare vacant the office of a director
if that director: (i) has been judicially declared of
unsound mind; (ii) has been convicted of an offense
punishable by imprisonment for a term of more than one
year; (iii) if within sixty (60) days after notice of
his or her election, the director does not accept such
office either in writing or by attending a meeting of
the board of directors and fulfilling such other
requirements of qualification as these bylaws or the
articles of incorporation may provide; or (iv) is
ineligible for any reason to serve as a director of the
Corporation's principal banking subsidiaries.
<PAGE 9>
(c) Resignation. Any director may resign at any time from
his or her position as a director upon written notice
to the corporation. The resignation shall be effective
upon its receipt by the corporation or at such later
time as may be specified in the notice of resignation.
Section 2.07 - Regular Meetings - The board of directors of the
corporation shall hold an annual meeting for the election of
officers and the consideration of other proper business either as
soon as practical after, and at the same place as, the annual
meeting of shareholders of the corporation, or at such other day,
hour and place as may be fixed by the board. The board of
directors may designate by resolution the day, hour and place,
within or outside the Commonwealth of Pennsylvania, of other
regular meetings.
Section 2.08 - 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 of the corporation or a
majority of the directors then in office. The person or persons
calling the special meeting may fix the day, hour and place,
within or outside the Commonwealth of Pennsylvania, of the
meeting.
Section 2.09 - Notice of Meetings -
(a) General. No notice of any annual or regular meeting of
the board of directors of the corporation need be
given. Written notice of each special meeting of the
board of directors, specifying the place, day and hour
of the meeting, shall be given to each director at
least 24 hours before the time set for the meeting.
Neither the business to be transacted at, nor the
purpose of, any annual, regular or special meeting of
the board need be specified in the notice of the
meeting.
(b) Validation of Meeting Defectively Called or Noticed.
The transactions of any meeting of the board of
directors, however called and noticed or wherever held,
are as valid as though taken at a meeting duly held
after regular call and notice, if a quorum is present
and if, either before or after the meeting, each of the
directors not present signs a waiver of notice. All
such waivers shall be filed with the corporate records
or made a part of the minutes of the meeting.
Attendance of a director at any meeting shall
constitute a waiver of notice of such meeting except
where a director attends a meeting for the express
purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
Section 2.10 - Quorum and Action by Directors - A majority of the
directors in office shall be necessary to constitute a quorum for
the transaction of business; provided, however, that at least one
<PAGE 10> director who is not an officer or employee of the
corporation or of any entity controlling, controlled by or under
common control with the corporation and who is not a beneficial
owner of a controlling interest in the voting stock of the
corporation or of any such entity must be present in order to
constitute a quorum. The acts of a majority of directors present
and voting at a meeting at which a quorum is present shall be the
acts of the board of directors, except where a different vote is
required by law, the articles of incorporation or these bylaws.
Every director shall be entitled to one vote.
Any action required or permitted to be taken at a meeting of the
board of directors may be taken without a meeting if, prior or
subsequent to the action, a consent or consents thereto by all of
the directors in office is filed with the Secretary of the
corporation.
Section 2.11 - Presumption of Assent - A director of the
corporation who is present at a meeting of the board of
directors, or of a committee of the board, at which action on any
corporate matter is taken on which the director is generally
competent to act, shall be presumed to have assented to the
action taken unless his or her dissent is entered in the minutes
of the meeting or unless that director files his or her written
dissent to the action with the Secretary of the meeting before
its adjournment or submits the dissent in writing to the
Secretary of the corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director
who voted in favor of the action. Nothing in this section shall
bar a director from asserting that the minutes of a meeting
incorrectly omitted that director's dissent if, promptly upon
receipt of a copy of those minutes, the director notified the
Secretary, in writing, of the asserted omission or inaccuracy.
Section 2.12 - Presiding Officer - All meetings of the board of
directors of the corporation shall be called to order and
presided over by the Chairman of the Board of Directors, or in
the Chairman's absence, by the Vice Chairman, or in the Vice
Chairman's absence, by the Chief Executive Officer of the
corporation or, in the absence of the Chairman, the Vice Chairman
and the Chief Executive Officer, by a chairman of the meeting
elected at such meeting by the board of directors. The Secretary
of the corporation shall act as Secretary of the board of
directors unless otherwise specified by the board of directors.
In case the Secretary shall be absent from any meeting, the
chairman of the meeting may appoint any person to act as
secretary of the meeting.
Section 2.13 - Committees - The board of directors may, by
resolution adopted by a majority of the directors in office,
establish one or more committees. Each committee is to consist
of at least two (2) directors of the corporation and not less
than two-thirds of the members of each committee shall be persons
who are not officers or employees of the corporation or of any
entity controlling, controlled by or under common control with
<PAGE 11> the corporation and who are not beneficial owners of a
controlling interest in the voting stock of the corporation or of
any such entity. The Chief Executive Officer shall be an
ex-officio member of each committee of the board of directors,
except the Audit Committee. 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
or for purposes of any written action of the committee.
A committee, to the extent provided in the resolution of the
board of directors creating it, shall have and may exercise all
of the powers and authority of the board of directors except that
a committee shall not have any power or authority regarding:
(i) the submission to shareholders of any action requiring the
approval of shareholders under the Pennsylvania Business
Corporation Law of 1988, as it may be amended, (ii) the creation
or filling of vacancies in the board of directors, (iii) the
adoption, amendment or repeal of these bylaws, (iv) the
amendment, adoption or repeal of any resolution of the board of
directors that by its terms is amendable or repealable only by
the board of directors, or (v) any action on matters committed by
the bylaws or resolution of the board of directors to another
committee of the board. Each committee of the board shall serve
at the pleasure of the board.
Section 2.14 - Audit Committee - There shall be a standing
committee of the board of directors to be known as the Audit
Committee. The members of the Audit Committee shall consist
exclusively of directors who are not officers or employees of the
corporation or of any entity controlling, controlled by or under
common control with the corporation and who are not beneficial
owners of a controlling interest in the voting stock of the
corporation or of any such entity. The Audit Committee shall:
(i) make recommendations to the board of directors as to the
independent accountants to be appointed by the board, (ii) review
with the independent accountants the scope of their examination,
(iii) receive the reports of the independent accountants and meet
with the representatives of such accountants for the purpose of
reviewing and considering questions relating to their examination
and such reports, (iv) review the internal accounting and
auditing procedures of the corporation, and (v) perform such
other duties as may be assigned to it from time to time by the
board of directors.
Section 2.15 - Personal Liability of Directors - To the fullest
extent permitted by Pennsylvania law, a director of the
corporation shall not be personally liable for monetary damages
for any action taken, or any failure to take any action, unless
the director has breached or failed to perform the duties of his
or her office under Subchapter B of Chapter 17 of the
Pennsylvania Business Corporation Law of 1988, as it may be
amended, and such breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness; provided, however,
that the foregoing provision shall not eliminate or limit (i) the
responsibility or liability of that director under any criminal
<PAGE 12> statute, or (ii) the liability of a director for the
payment of taxes according to local, state or federal law. The
provisions of this Section 2.15 shall be repealed, modified, or
amended only in accordance with the articles of incorporation of
the corporation, and any repeal, modification or adoption of any
provision inconsistent with this section shall be prospective
only. Neither the repeal or modification of this bylaw nor the
adoption of any provision inconsistent with this bylaw shall
adversely affect any limitation on the personal liability of a
director of the corporation existing at the time of such repeal
or modification or the adoption of such inconsistent provision.
ARTICLE III
OFFICERS
Section 3.01 - Officers and Qualifications - The corporation
shall have a Chairman of the Board, a Vice Chairman of the Board,
a Chief Executive Officer, a President, a Secretary, and a
Treasurer, each of whom shall be elected or appointed by the
board of directors. The board may also elect one or more vice
presidents, and such other officers and assistant officers as the
board deems necessary or advisable. All officers shall be
natural persons of full age. Any two or more offices may be held
by the same person. It shall not be necessary for officers to be
directors of the corporation. Officers of the corporation shall
have such authority and perform such duties in the management of
the corporation as is provided by or under these bylaws or in the
absence of controlling provisions in these bylaws as is
determined by or under resolutions or orders of the board of
directors.
Section 3.02 - Election- Term and Vacancies - The officers and
assistant officers of the corporation shall be elected by the
board of directors at the annual meeting of the board or from
time to time as the board shall determine, and each officer shall
hold office for one (1) year and until his or her successor has
been duly elected and qualified or until that officer's earlier
death, resignation or removal. A vacancy in any office occurring
in any manner may be filled by the board of directors and, if the
office is one for which these bylaws prescribe a term, shall be
filled for the unexpired portion of the term.
Section 3.03 - Subordinate Officers, Committees and Agents - The
board of directors may from time to time elect such other
officers and appoint such committees, employees or other agents
as the business of the corporation may require, including one or
more assistant secretaries, and one or more assistant treasurers,
each of whom shall hold office for such period, have such
authority, and perform such duties as are provided in these
bylaws or as the board of directors may from time to time
determine. The board of directors may delegate to any officer or
committee the power to elect subordinate officers and to retain
or appoint employees or other agents, or committees thereof and
<PAGE 13> to prescribe the authority and duties of such
subordinate officers, committees, employees or other agents.
Section 3.04 - Removal; Resignation and Bonding -
(a) Removal. Any officer or agent of the corporation may
be removed by the board of directors with or without
cause, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall
not of itself create contract rights.
(b) Resignation. Any officer may resign at any time upon
written notice to the corporation. The resignation
shall be effective upon its receipt by the corporation
or at such later time as may be specified in the notice
of resignation.
(c) Bonding. The corporation may secure the fidelity of
any or all of its officers by bond or otherwise.
Section 3.05 - Chairman of the Board - The Chairman of the Board
of Directors of the corporation, if one is elected, shall preside
at all meetings of the shareholders and of the directors at which
he or she is present, and shall have such authority and perform
such other duties as the board of directors may from time to time
designate.
Section 3.06 - Vice Chairman of the Board - The Vice Chairman of
the Board of Directors of the corporation shall preside at all
meetings of the shareholders and of the directors at which he or
she is present and the Chairman is absent, and shall have such
authority and perform such other duties as the board of directors
may from time to time designate.
Section 3.07 - Chief Executive Officer - The Chief Executive
Officer shall, in the absence of the Chairman of the Board and
Vice Chairman of the Board, preside at all meetings of the
shareholders and of the board of directors at which he or she is
present. Subject to the control of the board of directors of the
corporation and, within the scope of their authority, any
committees thereof, the Chief Executive Officer shall (a) have
general and active management of all the business, property and
affairs of the corporation, (b) see that all orders and
resolutions of the board of directors and its committees are
carried into effect, (c) appoint and remove subordinate officers
and agents, other than those appointed or elected by the board of
directors, as the business of the corporation may require,
(d) have custody of the corporate seal, or entrust the same to
the Secretary, (e) act as the duly authorized representative of
the board in all matters, except where the board has formally
designated some other person or group to act, (f) sign, execute
and acknowledge, in the name of the corporation, deeds,
mortgages, bonds, contracts or other instruments authorized by
the board of directors, except in cases where signing and
<PAGE 14> execution thereof shall be expressly delegated by the
board of directors, or by these bylaws, to some other officer or
agent of the corporation, and (g) in general perform all the
usual duties incident to the office of Chief Executive Officer
and such other duties as may be assigned to such person by the
board of directors.
Section 3.08 - President - The President shall perform the duties
of Chief Executive Officer either when he has been chosen as
Chief Executive Officer or when the Chief Executive Officer is
absent or unable to perform the duties of his office. The
President shall have such other powers and perform such other
duties as from time to time as may be prescribed by him by the
board of directors or prescribed by the bylaws.
Section 3.09 - Vice Presidents - Each vice president, if any,
shall perform such duties as may be assigned to him or her by the
board of directors or the Chief Executive Officer. One vice
president shall be designated by the board of directors to
perform the duties of the Chief Executive Officer, in the event
of the absence or disability of the Chief Executive Officer.
Section 3.10 - Secretary - The Secretary shall (a) keep or cause
to be kept the minutes of all meetings of the shareholders, the
board of directors, and any committees of the board of directors
in one or more books kept for that purpose, (b) have custody of
the corporate records, stock books and stock ledgers of the
corporation, (c) keep or cause to be kept a register of the
address of each shareholder, which address has been furnished to
the Secretary by the shareholder, (d) see that all notices are
duly given in accordance with law, the articles of incorporation,
and these bylaws, and (e) in general perform all the usual duties
as may be assigned to him or her by the board of directors or the
Chief Executive Officer.
Section 3.11 - Assistant Secretary - The Assistant Secretary, if
any, or Assistant Secretaries if more than one, shall perform the
duties of the Secretary in his or her absence and shall perform
other duties as the board of directors, the Chief Executive
Officer or the Secretary may from time to time designate.
Section 3.12 - Treasurer - The Treasurer shall have general
supervision of the fiscal affairs of the corporation and shall be
the Chief Financial Officer of the corporation. The Treasurer
shall, with the assistance of the Chief Executive Officer and
managerial staff of the corporation: (a) see that a full and
accurate accounting of all financial transactions is made;
(b) invest and reinvest the capital funds of the corporation in
such manner as may be directed by the board of directors, unless
that function shall have been delegated to a nominee or agent;
(c) deposit or cause to be deposited in the name and to the
credit of the corporation, in such depositories as the board of
directors shall designate, all monies and other valuable effects
of the corporation not otherwise employed; (d) prepare any
financial reports that may be requested from time to time by the
<PAGE 15> board of directors; (e) cooperate in the conduct of any
annual audit of the corporation's financial records by certified
public accountants duly appointed by the board of directors; and
(f) in general perform all the usual duties incident to the
office of treasurer and such other duties as may be assigned to
him or her by the board of directors or the Chief Executive
Officer.
Section 3.13 - Officer Salaries - Unless otherwise provided by
the board of directors of the corporation, the salaries of each
of the officers elected by the board of directors shall be fixed
from time to time by the board of directors and the salaries of
all other officers of the corporation shall be fixed from time to
time by the Chief Executive Officer or such other person as may
be designated from time to time by the Chief Executive Officer or
the board of directors.
No officer shall be prevented from receiving such salary or other
compensation by reason of the fact that the officer is also a
director of the corporation.
ARTICLE IV
SHARE CERTIFICATES AND TRANSFERS
Section 4.01 - Share Certificates - Share certificates shall be
in such form as shall be approved by the board of directors and
shall state: (i) that the corporation is incorporated under the
laws of the Commonwealth of Pennsylvania, (ii) the name of the
person to whom issued, and (iii) the number and class of shares
and the designation of the series, if any, that the share
certificate represents.
The share register or transfer books and blank share certificates
shall be kept by the Secretary or by any transfer agent or
registrar designated by the board of directors for that purpose.
Section 4.02 - Issuance - The share certificates of the
corporation shall be numbered and registered in the share
register or transfer books of the corporation as they are issued.
They shall be signed on behalf of the corporation by the
President or a vice president and by the Secretary or an
Assistant Secretary or 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 upon the
certificate may be a facsimile, engraved or printed. In case any
officer who has signed, or whose facsimile signature has been
placed upon, any share certificate shall have ceased to be such
officer because of death, resignation or otherwise, before the
certificate is issued, it may be issued with the same effect as
if the officer had not ceased to be such at the date of its
issue. The provisions of this section shall be subject to any
inconsistent or contrary agreement at the time between the
corporation and any transfer agent or registrar.
<PAGE 16>
Section 4.03 - Transfer of Shares - Transfer of shares shall be
made on the books of the corporation upon surrender of the
certificates therefor, endorsed by the person named in the
certificate or by his attorney, lawfully constituted in writing.
No transfer shall be made which is inconsistent with law.
Section 4.04 - Lost, Destroyed, Mutilated or Stolen
Certificates - If the registered owner of a share certificate
claims that the security has been lost, destroyed, mutilated or
wrongfully taken, another may be issued in lieu thereof in a
manner and upon such terms as the board of directors may
authorize and shall be issued in place of the original security,
in accordance with law, if the owner: (a) so requests before the
corporation has notice that the security has been acquired by a
bona fide purchaser; (b) files with the corporation, if requested
by the corporation, a sufficient indemnity bond; and
(c) satisfies any other reasonable requirements imposed by the
corporation.
ARTICLE V
NOTICE, WAIVERS, AND MEETINGS
Section 5.01 - Manner of Giving Notice - Whenever written notice
is required to be given to any person under the provisions of the
Pennsylvania Business Corporation Law of 1988, as it may
hereafter be amended, or by the articles of incorporation or
these bylaws, it may be given to the person either personally or
by sending a copy of it by first class or express mail, postage
prepaid; or by telegram (with messenger service specified), telex
or TWX (with answerback received) or courier service, charges
prepaid; or by facsimile transmission, to the shareholder's
address (or to shareholder's telex, TWX, or facsimile number)
appearing on the books of the corporation; or, in the case of
directors, supplied by the director to the corporation for the
purpose of notice. Notice sent by mail, by telegraph or by
courier service 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 fax, when received except that, in the case of directors,
notice sent by regular mail shall be deemed to have been given 48
hours after being deposited in the United States mail or, in the
case of telex, TWX, or facsimile, when dispatched. In the event
that the corporation shall give notice by mail of any regular or
special meeting of the shareholders (or any other notice required
to be given by the Business Corporation Law of 1988, the articles
of incorporation or these bylaws to be given to all shareholders
or to all holders of a class or series of shares) at least 20
days prior to the day named for the meeting or any corporate or
shareholder action specified in the notice, the corporation may
use any class of prepaid mail.
A notice of meeting shall specify the place, day and hour of the
meeting and any other information required by any other provision
<PAGE 17> of the Business Corporation Law of 1988, the articles
of incorporation or these bylaws.
Section 5.02 - Waiver of Notice - Whenever any written notice is
required to be given by statute or the articles of incorporation
or these bylaws, a waiver of the notice in writing, signed by the
person or persons entitled to the notice, whether before or after
the time stated in it, shall be deemed equivalent to the giving
of the notice. Neither the business to be transacted at, nor the
purpose of, a meeting need be specified in the waiver of notice
of such meeting. Attendance of a person, either in person or by
proxy, at any meeting shall constitute a waiver of notice of the
meeting, except where the person attends the meeting for the
express purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting was not
lawfully called or convened.
Section 5.03 - Modification of Proposal - Whenever the language
of a proposed resolution is included in a written notice of a
meeting required to be given under the provisions of the Business
Corporation Law of 1988, as it may be amended, or the articles
of incorporation or these bylaws, the meeting considering the
resolution may without further notice adopt it with such
clarifying or other amendments as do not enlarge its original
purpose.
Section 5.04 - Use of Conference Telephone and Similar
Equipment - One of more persons may participate in a meeting of
the directors, or of any committee of directors, by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other. Such participation shall constitute presence in person at
the meeting.
ARTICLE VI
INDEMNIFICATION AND INSURANCE
Section 6.01 - Indemnification -
(a) Indemnification of Directors and Officers. The
Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative (including, without limitation, actions
by or in the right of the Corporation), by reason of
the fact that such person is or was a director or
officer of the Corporation, or is or was serving at the
request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise, against
expenses (including attorneys' fees), amounts paid in
settlement, judgments, and fines actually and
reasonably incurred by such person in connection with
<PAGE 18> such action, suit, or proceeding; provided,
however, that no indemnification shall 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.
(b) Indemnification of Others. The corporation may, at its
discretion, indemnify any person who was or is a party
or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or
investigative (including, without limitation, actions
by or in the right of the corporation), by reason of
the fact that such person is or was an employee or
agent of the Corporation who is not entitled to rights
under Section 6.01(a) hereof, or such person is or was
serving at the request of the Corporation as an
employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against
expenses (including attorneys' fees), amounts paid in
settlement, judgments, and fines actually and
reasonably incurred by such person in connection with
such action, suit, or proceeding; provided, however,
that no indemnification shall be made in any case 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.
(c) Advancing Expenses. Expenses (including attorneys'
fees) incurred in defending a civil or criminal action,
suit, or proceeding shall be paid by the corporation in
advance of the final disposition of such action, suit,
or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee, or agent to
repay such amount if it shall be ultimately determined
that he is not entitled to be indemnified by the
corporation as authorized in this Article Six.
(d) Rights Not Exclusive. The indemnification and
advancement of expenses provided by this Article Six
shall not be deemed exclusive of any other right to
which persons seeking indemnification and advancement
of expenses may be entitled under any agreement, vote
of shareholders or disinterested directors, or
otherwise, both as to actions in such persons' official
capacity and as to their actions in another capacity
while holding office, and shall continue as to a person
who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs,
executors, and administrators of such person.
(e) Insurance; Other Security. The corporation may
purchase and maintain insurance on behalf of any
person, may enter into contracts of indemnification
with any person, may create a fund of any nature (which
<PAGE 19> may, but need not be, under the control of a
trustee) for the benefit of any person, and may
otherwise secure in any manner its obligations with
respect to indemnification and advancement of expenses,
whether arising under this Article Six or otherwise, to
or for the benefit of any person, whether or not the
corporation would have the power to indemnify such
person against such liability under the provisions of
this Article Six.
Section 6.02 - Contract Rights; Amendment or Repeal - All rights
under this Article Six shall be deemed a contract between the
corporation and the indemnified representative pursuant to which
the corporation and each indemnified representative intend to be
legally bound. The provisions of this Article Six shall be
repealed, modified or amended only in accordance with the
articles of incorporation of the corporation, and any repeal,
amendment or modification hereof shall be prospective only and
shall not affect any rights or obligations then existing.
Section 6.03 - Reliance on Provisions - Each person who shall act
as an indemnified representative of the corporation shall be
deemed to be doing so in reliance upon the rights provided by
this Article Six.
Section 6.04 - Interpretation - The provisions of this Article
are intended to constitute bylaws authorized by 15 Pa. C.S.
Section 1746.
ARTICLE VII
MISCELLANEOUS
Section 7.01 - Registered Office - The registered office of the
corporation is located at 213 West Street Road, Feasterville,
Bucks County, Pennsylvania 19053. The address of the registered
office may be changed from time to time by the board of directors
of the corporation.
Section 7.02 - Other Offices - The corporation may have
additional offices and business in such other places, within or
without the Commonwealth of Pennsylvania, as the board of
directors of the corporation may designate or as the business of
the corporation may require.
Section 7.03 - Corporate Seal - The corporation may have a
corporate seal, which shall have inscribed on it the name of the
corporation, the year of organization, and the words "Corporate
Seal, Pennsylvania" or such inscription as the board of directors
of the corporation may determine. The seal may be used by
causing it or a facsimile of it to be impressed or affixed, or in
any manner reproduced.
Section 7.04 - Fiscal Year - The fiscal year of the corporation
shall be the calendar year. <PAGE 20>
Section 7.05 - Checks - All checks, notes, bills of exchange or
other orders in writing shall be signed by such person or persons
as the board of directors or, any person authorized by resolution
of the board of directors may from time to time designate.
Section 7.06 - Contracts - Except as otherwise provided in the
Business Corporation Law of 1988, as it may be amended, in the
case of transactions that require action by the shareholders, the
board of directors may authorize any officer or agent to enter
into any contract or to execute or deliver any instrument on
behalf of the corporation, and such authority may be general or
confined to specific instances.
Any note, mortgage, evidence of indebtedness, contract or other
document, or any assignment or endorsement thereof, executed or
entered into between the corporation and any other person, when
signed by one or more officers or agents having actual or
apparent authority to sign it, or by the Chief Executive Officer,
the President or a vice president and the Secretary or Assistant
Secretary or Treasurer or Assistant Treasurer of the corporation,
shall be held to have been properly executed for and on behalf of
the corporation, without prejudice to the rights of the
corporation against any person who shall have executed the
instrument in excess of his or her actual authority.
Section 7.07 - Amendment of Bylaws - These bylaws may be amended,
altered, changed or repealed as provided in the articles of
incorporation. Any change in the bylaws shall take effect when
adopted unless otherwise provided in the resolution effecting the
change.
Section 7.08 - Severability - If any provision of these bylaws or
the application thereof to any person or circumstance shall be
invalid or unenforceable to any extent, the remainder of these
bylaws and the application of such provisions to other persons or
circumstances shall not be affected thereby and shall be deemed
to be applicable to the greatest extent permitted by law.
<PAGE 21>