PRIMESOURCE CORPORATION
BYLAWS
ARTICLE I
OFFICES
Section 1. The registered office shall be provided by CT Corporation
System in the Commonwealth of Pennsylvania. Solely for purposes of venue and
official publication, the registered office of the corporation shall be deemed
to be located in the City of Philadelphia, Philadelphia County.
Section 2. The corporation may also have offices at such other places
both within and without the Commonwealth of Pennsylvania as the Board of
Directors may, from time to time, determine or the business of the corporation
may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. All meetings of the shareholders shall be held at such
places within or without the Commonwealth of Pennsylvania as the Board of
Directors may designate.
Section 2. The annual meeting of the shareholders, commencing with the
year 1994, shall be held at such time and at such place as shall be determined
by the Board, when they shall elect by a plurality vote a Board of Directors and
transact such other business as may properly be brought before the meeting.
Section 3. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called at any time by the Chairman of the Board, Chief
Executive Officer or a majority of the Board of Directors, or shareholders
entitled to cast at least a majority of the votes which all shareholders are
entitled to cast at the particular meeting, upon written request delivered to
the Secretary of the corporation. Such request shall state the purpose or
purposes of the proposed meeting. Upon receipt of any such request, it shall be
the duty of the Secretary to call a special meeting of the shareholders to be
held at such time, not less than ten (10) nor more than sixty (60) days
thereafter, as the Secretary may fix. If the Secretary shall neglect to issue
such call, the person or persons making the request may issue the call.
Section 4. Written notice of every meeting of the shareholders,
specifying the place, date and hour and the general nature of the business of
the meeting, shall be served upon or mailed, postage prepaid, at least five (5)
days prior to the meeting, unless a greater period of notice is required by
statute, to each shareholder.
Section 5. The officer having charge of the transfer books for shares
of the corporation shall prepare and make, at least ten (10) days before each
meeting of shareholders, a complete list of the shareholders entitled to notice
of the meeting and a complete list of shareholders entitled to vote at the
meeting, arranged in alphabetical order, with the address and the number of
shares held by each, which lists shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. Such lists shall also 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.
Section 6. Business transacted at all special meetings of shareholders
shall be limited to the purposes stated in the notice.
Section 7. 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 be requisite and shall constitute
a quorum at all meetings of the shareholders for the transaction of business,
except as otherwise provided by statute or by the articles of incorporation or
by these bylaws. The shareholders present in person or by proxy at a duly
convened meeting can continue to do business until adjournment, notwithstanding
withdrawal of enough shareholders to leave less than a quorum. If, however, any
meeting of the shareholders cannot be organized because a quorum has not
attended, the shareholders entitled to vote thereat, present in person or by
proxy, shall have power, except as otherwise provided by statute, to adjourn the
meeting to such time and place as they may determine, but in the case of any
meeting called for the election of directors such meeting may be adjourned from
day to day or for such longer periods not exceeding fifteen (15) days each as
the holders of a majority of the shares present in person or by proxy and
entitled to vote 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 represented any business may be transacted which
might have been transacted at the meeting as originally notified.
Section 8. When a quorum is present or represented at any meeting, the
acts of the shareholders present, in person or by proxy, entitled to cast at
least a majority of the votes which all shareholders present are entitled to
cast shall be the acts of the shareholders, unless the question is one upon
which, by express provision of the statutes or of the articles of incorporation
or of these bylaws, a different vote is required in which case such express
provision shall govern and control the decision of such question.
Section 9. Unless otherwise provided in the articles of incorporation,
each shareholder shall, at every meeting of the shareholders, be entitled to one
(1) vote in person or by proxy for each share having voting power held by such
shareholder, but no proxy shall be voted on after three (3) years from its date,
unless coupled with an interest, and except where the transfer books of the
corporation have been closed or a date has been fixed as a record date for the
determination of its shareholders entitled to vote, transferees of shares which
are transferred on the books of the corporation within ten (10) days next
preceding the date of such meeting shall not be entitled to vote at such
meeting. In each election for directors, every shareholder entitled to vote
shall have the right, in person or by proxy, to multiply the number of votes to
which he may be entitled by the total number of directors to be elected in the
same election, and he may cast the whole number of such votes for one candidate
or he may distribute them among any two (2) or more candidates. The candidates
receiving the highest number of votes up to the number of directors to be
elected shall be elected.
Section 10. 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 be not so
appointed, the chairman of any such meeting may and, on the request of any
shareholder entitled to vote or his proxy, shall make such appointment at the
meeting. The number of judges shall be one (1) or three (3). If appointed at a
meeting on the request of one (1) or more shareholders entitled to vote or
proxies, the majority of shares present and entitled to vote shall determine
whether one (1) or three (3) 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 with fairness to all
shareholders, and shall make a written report of any matter determined by them
and execute a certificate of any fact found by them, if requested by the
chairman of the meeting or any shareholder entitled to vote or his proxy. If
there be three (3) 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.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the Board
shall be nine (9). The Board of Directors may by a vote of not less than a
majority of the authorized number of directors increase or decrease the number
of directors from time to time without a vote of the shareholders, provided,
however that any such decrease shall not eliminate any director then in office.
The directors shall be classified, with respect to the time for which they
severally hold office, into three (3) classes, as nearly equal in number as
possible, as shall be provided in the manner specified in these bylaws; one (1)
class to hold office initially for a term expiring at the annual meeting of
shareholders to be held in 1995, another class to hold office initially for a
term expiring at the annual meeting of the shareholders to be held in 1996, and
another class to hold office initially for a term expiring at the annual meeting
of shareholders to be held in 1997. The number of directors in each class shall
be determined by a vote of not less than a majority of the authorized number of
directors. At each annual meeting of shareholders of the corporation beginning
with the 1995 annual meeting, the class of directors then being elected shall be
elected to hold office for a term of office to expire at the third succeeding
annual meeting of shareholders after their election. Subject to any provisions
contained in these bylaws relating to mandatory retirement, each director shall
hold office for the term for which elected and until his or her successor shall
have been elected and qualified.
Section 2. Except as otherwise prescribed in the articles of
incorporation, notwithstanding anything contained in these bylaws to the
contrary, and notwithstanding the fact that a lesser percentage may be permitted
by law, the affirmative vote of the holders of not less than 80% of the
outstanding shares of Voting Stock (as defined in the articles of incorporation)
of the corporation, subject to the provisions of any preferred stock of the
corporation which may at the time be outstanding, voting together as a single
class, shall be required to remove any director from office without assigning
any cause for such removal at any annual or special meeting of shareholders.
Except as otherwise prescribed in the articles of incorporation, notwithstanding
anything contained in these bylaws to the contrary, and notwithstanding the fact
that a lesser percentage may be permitted by law, the affirmative vote of the
holders of not less than 80% of the outstanding shares of Voting Stock (as
defined in the articles of incorporation) of the corporation, subject to the
provisions of any preferred stock of the corporation which may at the time be
outstanding, voting together as a single class, shall be required to alter,
amend or adopt any provisions inconsistent with, or repeal this Section 2, or
any provision hereof at any annual or special meeting of shareholders; provided,
however, that if there is a shareholder of the corporation which is a 10%
Shareholder (as defined in the articles of incorporation) such 80% vote must
include the affirmative vote of at least two-thirds of the outstanding Voting
Stock (as defined in the articles of incorporation) held by shareholders other
than the 10% Shareholder.
Section 3. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors shall be filled by the
affirmative vote of a majority of the remaining directors, though less than a
quorum. Any director so elected shall hold office for the remainder of the full
term of the class of directors in which the new directorship was created or the
vacancy occurred and until such director's successor shall have been elected and
qualified.
Section 4. The business and affairs of the corporation shall be managed
under the direction of 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 bylaws directed or
required to be exercised and done by the shareholders. Directors need not be
shareholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the Commonwealth of
Pennsylvania.
Section 6. The first meeting of each newly elected Board of Directors
shall be held at the same place as, and immediately following, the annual
meeting of the shareholders, unless a different time and place shall be fixed by
the shareholders at the meeting at which such directors were elected, and no
notice of such meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a majority of the whole Board
shall be present. In the event such meeting is not held at such time and place,
or in the event of the failure of the shareholders to fix a different time or
place for such first meeting of the newly elected Board of Directors, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for such meetings of the Board of Directors, or as
shall be specified in a written waiver signed by all of the directors.
Section 7. Regular meetings of the Board of Directors may be held
without notice at such time and place as shall from time to time be determined
by the Board.
Section 8. Special meetings of the Board may be called by the Chairman
of the Board or Chief Executive Officer on one day's notice to each director,
either personally or by mail or by telegram; special meetings shall be called by
the Chief Executive Officer or Secretary in like manner and on like notice on
the written request of two directors, which request shall state the purpose or
purposes of the proposed meeting.
Section 9. At all meetings of the Board a majority of the directors in
office shall be necessary to constitute a quorum for the transaction of
business, and the acts of a majority of the directors present at a meeting at
which a quorum is present shall be the acts of the Board of Directors, except as
may be otherwise specifically provided by statute or by the articles of
incorporation. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 10. Any action required or permitted to be taken at a meeting
of the directors or any committee thereof may be taken without a meeting if,
prior or subsequent to the action, all the directors shall severally or
collectively consent in writing to any such action taken or to be taken by the
corporation, and such action shall be as valid a corporate action as though it
had been authorized at a meeting of the Board of Directors.
Section 11. In the event a national disaster or national emergency is
proclaimed by the President or Vice President of the United States, the
directors, even though there may be less than a quorum present, may take all
actions which they could have taken if a quorum had been present.
Section 12. One or more directors may participate in a meeting of the
Board or any committee of the Board by means of conference telephone or similar
communications equipment by means of which all persons participating in such
meeting can hear each other. Participation in a meeting pursuant to this section
shall constitute presence in person at the meeting.
NOMINATING COMMITTEE
Section 13. The Board of Directors shall, by resolution passed by a
majority of the whole Board, designate a nominating committee which shall have
the exclusive power to nominate persons to serve as directors of the
corporation. All nominations by the nominating committee shall require the
unanimous vote of all members of the committee, and all such nominations shall
be subject to approval of the Board of Directors. The members of the nominating
committee designated after the adoption of this Article III, Section 13 shall
serve for an initial term of two years.
OTHER COMMITTEES
Section 14. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more other committees, each
committee to consist of two or more of the directors of the corporation. Any
committee, to the extent provided in the authorizing resolutions of the Board,
shall have and exercise the authority of the Board of Directors in the
management of the business affairs of the corporation. Vacancies in the
membership of any committee shall be filled by the Board of Directors at a
regular or special meeting of the Board of Directors. The committee or
committees designated shall keep regular minutes of its or their proceedings and
report the same to the Board when required.
COMPENSATION OF DIRECTORS
Section 15. The Board of Directors shall have the power to fix, and
from time to time to change, the compensation of the directors of the
corporation, which compensation may include an annual retainer fee and a fee for
attendance at regular or special meetings of the Board and of any committees of
the Board.
MANDATORY RETIREMENT
Section 16. The term of office of each director of the corporation
shall automatically expire as of the date of the next annual meeting of
shareholders immediately following the date of such director's 72nd birthday,
regardless of whether the term of office of said director would otherwise have
expired at such annual meeting. Notwithstanding the foregoing sentence, the term
of office of Richard E. Engebrecht may extend beyond this mandatory retirement
date if and as extended on a year to year basis by action of the Board of
Directors.
ARTICLE IV
NOTICES
Section 1. Notices to directors and shareholders shall be in writing
and delivered either personally or by sending such notice by first class or
express mail, postage prepaid, or by telegram (with messenger service
specified), telex or TWX (with answer back received) or courier service, charges
prepaid, or by telecopier, to their respective addresses (or to their respective
telex, TWX, telecopier or telephone number) appearing on the books of the
corporation or, in the case of directors, supplied by him or her to the
corporation for the purpose of notice. Notice by mail, telegraph or courier
service shall be deemed to be given at the time when the same shall be 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. Notice
to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the articles of incorporation or of these
bylaws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the Board
of Directors and shall be a Chairman of the Board, a Chief Executive Officer, a
President, a Vice-President, a Secretary and a Treasurer. The Board of Directors
may also choose a Vice Chairman and additional vice-presidents and one or more
assistant secretaries and assistant treasurers. Any number of offices may be
held by the same person.
Section 2. The Board of Directors, immediately after each annual
meeting of shareholders, shall elect a Chairman of the Board. The Board shall
also annually choose a Chief Executive Officer, a President, a Vice-President, a
Secretary and a Treasurer who need not be members of the Board.
Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.
Section 4. The compensation of all officers of the corporation shall be
fixed by the Board of Directors or a duly authorized committee.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in the office of any
officer or agent of the corporation shall be filled by the Board of Directors,
and such successor officer or agent shall hold office for the unexpired term in
respect of which the vacancy occurred.
CHAIRMAN OF THE BOARD
Section 6. The Chairman of the Board shall preside, when present, at
all meetings of the Board of Directors and all meetings of the shareholders and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe. The Chairman of the Board need not be
an employee of the corporation.
VICE CHAIRMAN
Section 7. The Vice Chairman shall, in the absence of the Chairman of
the Board, preside, when present, at all meetings of the Board of Directors and
all meetings of the shareholders and shall perform such other duties and have
such other powers as the Board of Directors may from time to time prescribe. The
Vice Chairman need not be an employee of the corporation.
CHIEF EXECUTIVE OFFICER
Section 8. The Chief Executive Officer shall have general supervisory
responsibility and authority over the officers of the corporation, shall see
that all orders and resolutions of the Board of Directors are carried into
effect, shall preside at all meetings of the Board of Directors in the absence
of the Chairman and Vice Chairman, and shall perform such other duties and have
such other powers as the Board of Directors may from time to time prescribe. The
Board of Directors shall determine the person or persons who shall perform the
duties and exercise the powers of the Chief Executive Officer in the absence or
disability of the Chief Executive Officer.
Section 9. The Chief Executive Officer 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.
THE PRESIDENT
Section 10. The President shall be the chief operating officer of the
corporation, shall, under the direction of the Chief Executive Office, have
general and active management of the business of the corporation and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe. The Board of Directors shall determine the
person or persons who shall perform the duties and exercise the powers of the
President in the absence or disability of the President.
THE VICE-PRESIDENTS
Section 11. The Vice-President or Vice-Presidents shall perform such
duties and have such powers as the Board of Directors may from time to time
prescribe.
THE SECRETARIES AND ASSISTANT SECRETARIES
Section 12. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the committees of the
Board of Directors when required. He shall give, or cause to be given, notice of
all meetings of the shareholders and special meetings of the Board of Directors,
and shall perform such other duties as may be prescribed by the Board of
Directors or Chief Executive Office, under whose supervision he shall be. He
shall keep in safe custody the seal of the corporation and affix the same to any
instrument requiring it and, when so affixed, it shall be attested by his
signature or by the signature of an Assistant Secretary.
Section 13. The Assistant Secretary, or if there are more than one, the
Assistant Secretaries, in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 14. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.
Section 15. He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.
Section 16. If required by the Board of Directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration of the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
Section 17. The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers, in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
VACANCIES
Section 18. If the office of any officer or agent becomes vacant for
any reason, the Board of Directors may choose a successor or successors, who
shall hold office for the unexpired term in respect of which such vacancy
occurred.
ARTICLE VI
CERTIFICATES OF SHARES
Section 1. The certificates of shares of the corporation shall be
numbered and registered in a share register as they are issued. They shall
exhibit the name of the registered holder and the number and class of shares and
the series, if any, represented thereby and the par value of each share or a
statement that such shares are without par value as the case may be.
Section 2. Every share certificate shall be signed by the Chief
Executive Officer or President and the Secretary or Treasurer and shall be
sealed with the corporate seal which may be facsimile, engraved or printed.
Section 3. Where a certificate is signed (1) by a transfer agent or (2)
by a transfer agent and/or registrar, the signature of the officers of the
corporation may be facsimile. In case any officer or officers who have signed,
or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.
LOST OR DESTROYED CERTIFICATES
Section 4. The Board of Directors shall direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, destroyed or
wrongfully taken, upon the making of an affidavit of that fact by the person
claiming the share certificate to be lost, destroyed or wrongfully taken. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, destroyed or wrongfully taken,
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate or certificates alleged to have been
lost, destroyed or wrongfully taken.
TRANSFER OF SHARES
Section 5. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 6. The Board of Directors may fix a time, not more than ninety
(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
and 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 so fixed. 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 (10) days before the 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 purposes of notice.
REGISTERED SHAREHOLDERS
Section 7. The corporation shall be entitled to treat the holder of
record of any share or shares as the holder in fact thereof and shall not be
bound to recognize any equitable or other claim to or interest in such share on
the part of any other person, and shall not be liable for any registration or
transfer of shares which are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with actual knowledge that a
fiduciary or nominee of a fiduciary is committing a breach of trust in
requesting such registration or transfer, or with knowledge of such facts that
its participation therein amounts to bad faith.
ARTICLE VII
INDEMNIFICATION AND INSURANCE; LIMITATION OF DIRECTORS' LIABILITY
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
Section 1. The corporation shall indemnify any person who was or is
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 (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director or officer
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
reasonably 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
reasonable cause to believe that his conduct was unlawful.
Section 2. 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 or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise against expense (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such 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. No such indemnification against expenses shall be made, however, in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless and only to the extent that the Court of Common
Pleas of the county in which the registered office of the corporation is located
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Common Pleas or such other court
shall deem proper.
Section 3. Indemnification under Sections 1 and 2 of this Article shall
be made by the corporation when ordered by a court or upon a determination that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth in those
Sections Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by shareholders.
Section 4. In addition to and notwithstanding the limited
indemnification provided in Section 1, 2 and 3 of this Article, the corporation
shall indemnify and hold harmless its present and future officers and directors
of, from and against any and all liability, expenses (including attorneys'
fees), claims, judgments, fines and amounts paid in settlement, actually
incurred by such person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including but not limited to any action by or in the right of the
corporation), to which such person is, was or at any time becomes, a party, or
is threatened to be made a party, by reason of the fact that such person is, was
or at any time becomes a director or officer of the corporation, or is or was
serving or at any time serves at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other person of any nature whatsoever. Nothing contained in this
Section 4 shall authorize the corporation to provide, or entitle any officer or
director to receive, indemnification for any action taken, or failure to act,
which action or failure to act is determined by a court to have constituted
willful misconduct or recklessness.
Section 5. Expenses incurred in defending a civil or criminal action,
suit or proceeding of the kind described in Sections 1, 2 and 4 of this Article
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 person who may be entitled to indemnification under those Sections, to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation.
Section 6. The indemnification, advancement of expenses and limitation
of liability provided in this Article shall continue as to a person who has
ceased to be a director or officer of the corporation and shall inure to the
benefit of the heirs, executors and administrators of such person.
Section 7. Nothing herein contained shall be construed as limiting the
power or obligation of the corporation to indemnify any person in accordance
with the Pennsylvania Business Corporation Law as amended from time to time or
in accordance with any similar law adopted in lieu thereof. The indemnification
and advancement of expenses provided under this Article shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any agreement, vote of
shareholders or directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding that office.
Section 8. The corporation shall also indemnify any person against
expenses, including attorneys' fees, actually and reasonably incurred by him in
enforcing any right to indemnification under this Article, under the
Pennsylvania Business Corporation Law as amended from time to time or under any
similar law adopted in lieu thereof.
Section 9. Any person who shall serve as director, officer, employee or
agent of the corporation or who shall serve, at the request of the corporation,
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall be deemed to do so with
knowledge of and in reliance upon the rights of indemnification provided in this
Article, in the Pennsylvania Business Corporation Law as amended from time to
time and in any similar law adopted in lieu thereof.
INSURANCE
Section 10. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent 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 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.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the shares of the corporations, subject to
the provisions of the articles of incorporation, if applicable, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in its shares, subject to the
provisions of the articles of incorporation.
Section 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
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purposes as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
FINANCIAL REPORT TO SHAREHOLDERS
Section 3. The directors shall send, or cause to be sent, to the
shareholders, within one hundred twenty (120) days after the close of the fiscal
year of the corporation, a financial report as of the closing date of the
preceding fiscal year.
CHECKS
Section 4. All checks or demands for money and notes of the corporation
shall be signed manually or by facsimile signature of such officer or officers
or such other person or persons as the Board of Directors may from time to time
designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Pennsylvania." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
EMERGENCY BYLAWS
Section 7. The Board of Directors of the corporation may adopt
emergency bylaws, subject to repeal or change by action of the shareholders,
which shall, notwithstanding any different provisions of law or of the articles
of incorporation or these bylaws, be effective during any emergency resulting
from an attack on the United States, a nuclear disaster or another catastrophe
as a result of which a quorum of the Board cannot be readily assembled. The
emergency bylaws may make any provision that may be practical and necessary for
the circumstances of the emergency.
ARTICLE IX
AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed by a
majority vote of the shareholders entitled to vote thereon 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 regular or
special meeting duly convened after notice to the directors of that purpose,
subject always to the power of the shareholders to change such action by the
directors.
* * * * * * * * * * * *
As amended through March 2, 1999.