BYLAWS
OF
INFONAUTICS CORPORATION
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BYLAWS
of
INFONAUTICS CORPORATION
-----------------------
As amended through December 16, 1996
ARTICLE I
SHAREHOLDERS
Section 1.1 Annual Meeting. An annual meeting of the shareholders
shall be held in each calendar year, on such date and at such time as may be
fixed by the board of directors, for the purpose of electing directors and
for the transaction of such other business as may properly come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in
the state where the meeting is to be held, such meeting shall be held on the
next succeeding business day.
Section 1.2 Special Meetings. Special meetings of the shareholders may
be called at any time by (a) the board of directors or (b) by shareholders
entitled to cast at least 20% of the votes that all shareholders are entitled
to cast at the particular meeting. Upon written request of any person who
has duly called a special meeting, the secretary shall fix the time of the
meeting which shall be held not more than 30 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 1.3 Place of Meeting. All meetings of the share-holders shall
be held at the registered office of the Corporation or at such other place,
within or without the Commonwealth of Pennsylvania, as may be designated by
the board of directors from time to time.
Section 1.4 Notice. Except as provided in Section 1.6 of the bylaws,
written notice of every meeting of the shareholders shall be given by, or at
the direction of, the secretary or other authorized person or, if he or she
neglects or refuses to do so,
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may be given by the person or persons calling the meeting, to each
shareholder of record entitled to vote at the meeting, at least 10 days prior
to the day named for a meeting called to consider a fundamental transaction
under 15 Pa.C.S. Chapter 19 or at least 5 days prior to the day named for a
meeting in all other cases, unless a greater period of notice is required by
statute in the particular case. The notice of 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, and, if applicable, the
notice shall state that the purpose, or one of the purposes, of the meeting
is to consider the adoption, amendment or repeal of the bylaws in which case
the notice shall include, or be accompanied by, a copy to be proposed
amendment or a summary of the changes to be effected thereby.
Section 1.5 Quorum. A shareholders' meeting 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 meeting can continue to do business
until adjournment notwithstanding the withdrawal of enough shareholders to
leave less than a quorum. If a meeting cannot be organized because a quorum
has not attended, those present may adjourn the meeting to such time and
place as they may determine. Those shareholders entitled to vote who attend
a meeting called for the election of directors that has previously been
adjourned for lack of a quorum, 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
shareholders that has been previously adjourned for one or more periods
aggregating at least 15 days because of an absence of a quorum, although less
than a quorum as fixed herein, shall nevertheless constitute a quorum for the
purpose of acting upon any matter set forth in the notice of the meeting,
provided that the notice of the meeting states that those shareholders who
attend such adjourned meeting shall nevertheless constitute a quorum for the
purpose of acting upon the matter set forth in the notice.
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Section 1.6 Adjournments. Adjournment or adjournments of any annual or
special meeting of shareholders, other than one at which directors are to be
elected, may be taken for such period or periods as the presiding officer of
the meeting or the shareholders present in person or by proxy and entitled to
vote shall direct. A meeting at which directors are to be elected shall be
adjourned only from day to day, or for such longer periods not exceeding
fifteen days each as the shareholders present and entitled to vote shall
direct, until the directors have been elected. When a meeting of
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.
Section 1.7 Action by Shareholders. Whenever any corporate action is to
be taken by vote of the shareholders, it shall be authorized by a majority of
the votes cast at a duly organized meeting of shareholders by the holders of
shares entitled to vote thereon, except where a different vote is required by
law or the articles or these bylaws.
Section 1.8 Voting Rights of Shareholders. Unless otherwise provided in
the articles, every shareholder shall be entitled to one vote for every share
outstanding in such shareholder's name on the books of the Corporation.
Section 1.9 Proxies. 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 such
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.
Section 1.10 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
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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 bylaw 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.
Section 1.11 Determination of Shareholders of Record.
(a) 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 45 days
prior to the date of the meeting of shareholders. Only shareholders of
record on the date fixed shall be entitled to notice of, or to vote at, such
meeting, notwithstanding any transfer of shares of the books of the
Corporation after the record date so fixed. The board of directors may
similarly fix a record date for the determination of shareholders of record
for payment of dividends or for any other purpose. When a determination of
shareholders of record has been made as provided in this bylaw 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.
(b) If a record date is not fixed:
(i) The record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be the close of
business on the day next preceding the day on which notice is given or, if
notice is waived, at the close of business on the day immediately preceding
the day on which the meeting is held.
(ii) The record date for determining shareholders entitled to
express consent or dissent to corporate action in writing without a meeting,
when prior action by the board of directors is not necessary, shall be the
close of business on the day on which the first written consent or dissent is
filed with the secretary of the Corporation.
(iii) The record date for determining shareholders for any
other purpose shall be at the close of business on the day
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on which the board of directors adopts the resolution relating thereto.
Section 1.12 Presiding Officer. All meetings of the shareholders shall
be called to order and presided over by the chairperson of the board of
directors, if any, if there is no chairperson or in the chairperson's
absence, by the president, or, in the absence of the president, by a
chairperson of the meeting elected by the shareholders.
Section 1.13 Election of Directors. In elections for direc-tors, voting
need not be by ballot, except upon demand made by a shareholder entitled to
vote at the election and before the voting begins. The candidates receiving
the highest number of votes from each class or group of classes, if any,
entitled to elect directors separately up to the number of directors to be
elected by the class or group of classes shall be elected. If at any meeting
of shareholders, directors of more than one class are to be elected, each
class of directors shall be elected in a separate election. In each election
of directors every shareholder entitled to vote shall have the right to
multiply the number of votes to which such shareholder is entitled by the
number of directors to be elected in the same election by the holders of the
class or classes of shares of which his or her shares are a part and he or
she may cast the whole number of votes thus obtained for one candidate or
distribute them among any two or more candidates.
Section 1.14 Judges Of Election. In advance of any meeting of
shareholders, the board of directors may appoint judges of election, who need
not be shareholders, to act at such meeting or any adjournment thereof. If
judges of election are not so appointed, the presiding officer of any such
meeting may, and on the request of any shareholder shall, make such
appointment 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. In case 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 judge or 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, and the authenticity,
validity and effect of proxies, shall receive
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votes or ballots, shall hear and determine all challenges and questions in
any way arising in connection with the right to vote, shall count and
tabulate all votes and determine the result and shall 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.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1 General. All powers vested by law in the Corpor-ation 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.
Section 2.2 Number, Qualifications, Term of Office. The board of
directors of the Corporation shall consist of at least one and not more than
seven* directors, the exact number to be set from time to time by resolution
of the board of directors of the Corporation. Each director shall be a
natural person of full age but need not be a resident of Pennsylvania or a
shareholder of the Corporation. Each director shall hold office until the
expiration of the term for which he or she was selected and until said
director's successor has been selected and qualified or until said director's
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 2.3 Election. Directors of the Corporation shall be elected by
the shareholders except as provided in Section 2.4 hereof.
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* Amended 12/16/96
Section 2.4 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 2.5 Removal and Resignation.
(a) Removal by action of shareholders. The entire board of
directors or any individual director may be removed from office without
assigning any cause by the vote of shareholders entitled to elect directors
provided, however, that an individual director shall not be removed (unless
the entire board is removed) if sufficient votes are cast against the
resolution for his or her removal, if cumulatively voted at an annual meeting
or other election of directors, would be sufficient to elect one or more
directors to the board. In case the board or any one or more directors are
so removed, new directors may be elected at the same meeting.
(b) Removal by action of the directors. The board of directors may
declare vacant the office of a director if said 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; or (iii) if
within 60 days after notice of his or her election, said 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 may provide.
(c) Resignation. Any director may resign at any time from his or
her position as a director of the Corporation upon written notice to the
Corporation. The resignation shall be effective upon receipt thereof by the
Corporation or at such subsequent time as may be specified in the notice of
resignation.
Section 2.6 Regular Meetings. The board of directors shall hold an
annual meeting for the election of officers and the transaction of other
proper business either as soon as practical after, and at the same place as,
the annual meeting of shareholders
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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
without the Commonwealth of Pennsylvania, of other regular meetings.
Section 2.7 Special Meetings. Special meetings of the board may be
called by the chairperson of the board, if any, the president or any two
directors. The person or persons calling the special meeting may fix the day,
hour and place, within or without the Commonwealth of Pennsylvania, of the
meeting.
Section 2.8 Notice of Meetings. No notice of any annual or regular
meeting of the board of directors 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 48 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.
Section 2.9 Quorum of and Action by Directors. A majority of the
directors in office shall constitute a quorum for the transaction of
business, and 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 or the articles or
these bylaws. Every director shall be entitled to one vote. There shall be
voting by proxy.
Section 2.10 Interested Directors or Officers; Quorum. A con-tract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust
or other enterprise in which one or more of this Corporation's directors or
officers are directors or officers or have a financial or other interest,
shall not be void or voidable solely for that reason, or solely because the
common or interested director or officer is present at or participates in the
meeting of the board that authorizes the contract or transaction, or solely
because the common or interested director's or officer's vote is counted for
such purpose, if: (a) the material facts as to the relationship or interest
and as to the contract or transaction are disclosed or are known to the board
of directors and the board authorizes the contract or transaction by
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the affirmative vote of a majority of the disinterested directors even though
the disinterested directors are less than a quorum; or (b) the material facts
as to the director's or officer's relationship or interest and as to the
contract or transaction are disclosed or are known to the shareholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of those shareholders; or (c) the contract or
transaction is fair as to this Corporation as of the time it is authorized,
approved or ratified by the board of directors or the shareholders. Common
or interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors which authorizes a contract or
transaction specified in this Section 2.10.
Section 2.11 Compensation. By resolution of the board of directors,
each director may be paid his or her expenses, if any, of attendance at each
meeting of the board of directors or committee thereof, and may be paid a
stated salary as director or a fixed sum for attendance at each meeting of
the board of directors or committee thereof or both. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor and a director may be a salaried officer or
employee of the Corporation.
Section 2.12 Presumption of Assent. A director of the Corp-oration 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 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 such director files his or her written
dissent to the action with the secretary of the meeting before the
adjournment thereof or transmits 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 minutes of a
meeting incorrectly omitted said director's dissent if, promptly upon receipt
of a copy of such minutes, said director notifies the secretary, in writing,
of the asserted omission or inaccuracy.
Section 2.13 Presiding Officer. All meetings of the board of directors
shall be called to order and presided over by the chairperson of the board of
directors, if any, or, if there is no
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chairperson or in the chairperson's absence, by the president or, in the
absence of the chairperson and president, by a chairperson of the meeting
elected at such meeting by the board of directors.
ARTICLE III
COMMITTEES OF THE BOARD
Section 3.1 Committees of the Board. The board of directors may, by
resolution adopted by a majority of the directors in office, establish one or
more committees, each committee to consist of one or more of the directors of
the Corporation. 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 as to: (a) the submission to shareholders of any
action requiring the approval of shareholders pursuant to the Business
Corporation Law, as it may hereafter be amended, (b) the creation or filling
of vacancies in the board of directors, (c) the adoption, amendment or repeal
of the bylaws, (d) the amendment, adoption or repeal of any resolution of the
board that by its terms is amendable or repealable only by the board, or (e)
action on matters committed by the bylaws or resolution of the board to
another committee of the board. Each committee of the board shall serve at
the pleasure of the board.
Section 3.2 Committee Rules. Unless the board of directors provides
otherwise by resolution each committee shall conduct its business and take
action in the same manner as the board conducts its business pursuant to the
articles of the Corporation and these bylaws.
ARTICLE IV
OFFICERS
Section 4.1 Officers and Qualifications. The Corporation shall have a
president, a secretary, and a treasurer, each of whom
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shall be elected or appointed by the board of directors. The board may also
elect a chairperson of the board of directors, 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, as
between themselves and the Corporation, shall have such authority and perform
such duties in the management of the Corporation as is provided by or
pursuant to these bylaws or in the absence of controlling provisions in these
bylaws as is determined by or pursuant to resolutions or orders of the board
of directors.
Section 4.2 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 until the next annual meeting of the board
and until his or her successor has been duly elected and qualified or until
said 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 4.3 Removal; Resignation; Bond.
(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 receipt
thereof by the Corporation or at such subsequent time as may be specified in
the notice of resignation.
(c) Bond. The Corporation may secure the fidelity of any or all of
its officers by bond or otherwise.
Section 4.4 Chairperson of the Board. The chairperson of the board of
directors, if any, shall preside at all meetings of the
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shareholders and of the directors at which he or she is present, and shall
have such authority and perform such duties as the board of directors may
from time to time designate.
Section 4.5 President. The president shall, in the absence of the
chairperson of the board, if any, preside at all meetings of the shareholders
and of the board of directors at which he or she is present, and shall be the
chief executive officer of the Corporation. Subject to the control of the
board of directors and, within the scope of their authority, any committees
thereof, the president 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 the committees thereof
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, and (f) in general
perform all the usual duties incident to the office of president and such
other duties as may be assigned to such person by the board of directors.
Section 4.6 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
president. In the absence or disability of the president, the most senior in
rank of the vice presidents, if any, shall perform the duties of the
president.
Section 4.7 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
ledger 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 such shareholder, (d) see that all notices are duly given in
accordance with law, the articles, and these bylaws, and (e) in general
perform all the usual duties incident to the office of secretary and such
other duties as may be assigned to him or her by the board of directors or
the president.
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Section 4.8 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 such other duties as the
board of directors, the president or the secretary may from time to time
designate.
Section 4.9 Treasurer. The treasurer shall have general supervision of
the fiscal affairs of the Corporation. The treasurer shall, with the
assistance of the president 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, unless such 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 such financial reports as may
be requested from time to time by the board; (e) cooperate in the conduct of
any annual audit of the Corporation's financial records by certified public
accountants duly appointed by the board; 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 president.
Section 4.10 Compensation. Unless otherwise provided by the board, the
compensation of each of the officers elected by the board 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 president or such
other person as may be designated from time to time by the president or the
board.
ARTICLE V
SHARE CERTIFICATES AND TRANSFERS
Section 5.1 Certificates. Share certificates shall be in such form as
shall be approved by the board of directors and shall state: (a) that the
Corporation is incorporated under the laws of the Commonwealth of
Pennsylvania, (b) the name of the person to whom issued, and (c) the number
and class of shares and the designation of the series, if any, which the
share certificate represents.
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Every share certificate shall be executed by facsimile or otherwise,
by or on behalf of the Corporation, by the president or any vice president
and countersigned by the treasurer or an assistant treasurer or by the
secretary or an assistant secretary.
Section 5.2 Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer records of the Corporation (which
may be kept in written or computer form). Transfers shall be made by the
Corporation or its duly authorized agent as required by law. The Corporation
shall be entitled to treat the person in whose name shares stand on the books
of the Corporation as the owner thereof for all purposes.
Section 5.3 Lost, Destroyed or Stolen Certificates. If the registered
owner of a share certificate claims that the security has been lost,
destroyed or wrongfully taken, another may be issued in lieu thereof in such
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 13 Pa.C.S.
Section 8405(2), 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 a sufficient indemnity bond; and (c) satisfies any
other reasonable requirements imposed by the Corporation.
ARTICLE VI
MANNER OF GIVING NOTICE, WAIVER OF NOTICE,
ACTION WITHOUT MEETING, BY CONFERENCE TELEPHONE
AND MODIFICATION OF PROPOSALS
Section 6.1 Manner of Giving Notice. Whenever written notice is
required to be given to any person under the provisions of the Business
Corporation Law, as it may hereafter be amended, or by the articles or these
bylaws, it may be given to the person either personally or by sending a copy
thereof by first class or express mail, postage prepaid, or courier service,
charges prepaid, or by telecopier, to the shareholder's address (or to the
shareholder's telecopier 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, or by courier service shall be
deemed to have been given when deposited in the United States mail or with a
courier service for delivery, except
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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 telecopier, when dispatched.
Section 6.2 Waiver of Notice. Whenever any written notice is required
to be given by statute or the articles or these bylaws, a waiver thereof in
writing, signed by the person or persons entitled to the notice, whether
before or after the time stated therein, 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, except that, in the case of a special meeting of shareholders, the
general nature of the business to be transacted at the meeting shall be so
specified in the waiver of notice thereof. 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 6.3 Action by Unanimous Written Consent. Any action required or
permitted to be taken at a meeting of the shareholders, of a class of
shareholders, or the directors, or of a committee of directors may be taken
without a meeting if, prior or subsequent to the action, a consent or
consents thereto in writing setting forth the action so taken is signed by
all the shareholders who would be entitled to vote at a meeting for such
purpose, or by all of the directors in office, or by all of the members of
such committee in office, as the case may be, and is filed with the secretary
of the Corporation.
Section 6.4 Shareholder Action by Partial Written Consent. Any action
required or permitted to be taken at a meeting of the shareholders or of a
class of shareholders may be taken without a meeting upon the written consent
of shareholders who would have been entitled to cast the minimum number of
votes that would be necessary to authorize the action at a meeting at which
all shareholders entitled to vote thereon were present and voting. The
consents shall be filed with the secretary of the Corporation. The action
shall not become effective until after at least 10 days' written notice of
the action has been given to each shareholder entitled to vote thereon who
has not consented thereto.
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Section 6.5 Meetings by Means of Conference Telephone. One or more
persons may participate in a meeting of the shareholders, 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.
Section 6.6 Modifications of Proposals. Whenever the lang-uage of a
proposed resolution is included in a written notice of a meeting required to
be given by statute or by the articles 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.
ARTICLE VII
CERTAIN SHAREHOLDER RIGHTS
Section 7.1 Financial Reports to Shareholders. Unless other-wise agreed
between this Corporation and a shareholder, the Corporation shall furnish to
its shareholders annual financial statements, including at least a balance
sheet as of the end of each fiscal year and a statement of income and
expenses for the fiscal year. The financial statements shall be prepared on
the basis of generally accepted accounting principles, if the Corporation
prepares financial statements for the fiscal year on that basis for any
purpose, and may be consolidated statements of the Corporation and one or
more of its subsidiaries. The financial statements shall be mailed by the
Corporation to each of its shareholders entitled thereto within 120 days
after the close of each fiscal year and, after the mailing and upon written
request, shall be mailed by the Corporation to any shareholder or beneficial
owner entitled thereto to whom a copy of the most recent annual financial
statements has not previously been mailed. Statements that are audited or
reviewed by a public accountant shall be accompanied by the report of the
accountant; otherwise, each copy shall be accompanied by a statement of the
person in charge of the financial records of the Corporation:
(a) Stating his reasonable belief as to whether or not the
financial statements were prepared in accordance with generally
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accepted accounting principles and, if not, describing the basis of
presentation; and
(b) Describing any material respects in which the financial
statements were not prepared on a basis consistent with those prepared for
the previous year.
Section 7.2 Inspection of Corporate Records. Every share-holder shall,
upon written verified demand stating the purpose thereof, have a right to
examine, in person or by agent or attorney, during the usual hours for
business for any proper purpose, the share register, books and records of
account, and records of the proceedings of the incorporators, shareholders
and directors and to make copies or extracts therefrom. A proper purpose
shall mean a purpose reasonably related to the interest of the person as a
shareholder. In every instance where an attorney or other agent is the
person who seeks the right of inspection, the demand shall be accompanied by
a verified power of attorney or other writing that authorizes the attorney or
other agent to so act on behalf of the shareholder. The demand shall be
directed to the Corporation at its registered office in Pennsylvania or at
its principal place of business wherever situated.
Section 7.3 Principles of Neutrality.* Each shareholder of the
Corporation acknowledges the importance of an open and unbiased marketplace
of ideas in an environment of neutrality, and except as may be specified by a
customer with respect to its own records, the search, retrieval and
presentation of information by the Corporation shall be conducted in
accordance with unbiased technical and quality considerations. Further, to
the extent economically feasible, the Corporation shall select participating
publishers based on neutral technical and quality considerations, and neither
the unpopularity of a publisher's ideas or the competition among publishers
shall be grounds to discriminate against a publisher's participation. The
Corporation shall provide at a reduced or no charge to the end-user, a
portion of its products and services to those who are worthy but needy, and
when valued at the market price thereof, two percent of the Corporation's
pre-tax income will be so allocated. The Corporation will strive to protect
the privacy of its customers and except as permitted by the customer, shall
not divulge to unauthorized parties his/her identity or any searches,
retrievals or other transactions performed by or for the customer. The
Corporation
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* Added by Amendment 1/7/93
shall establish procedures to assure compliance with the principles in this
Section 7.3, and each shareholder shall be entitled to information concerning
such compliance upon reasonable request for a proper purpose. Nothing in
this Section 7.3 shall create any third party beneficiary rights in any
person or entity other than a shareholder of the Corporation. Notwithstanding
any provision of these by-laws to the contrary, this Section 7.3 may be
amended, repealed, replaced or waived only upon the affirmative vote of the
holders of at least two-thirds of the shares of the Corporation entitled to
vote thereon.
ARTICLE VIII
NO PERSONAL LIABILITY; INDEMNIFICATION AND INSURANCE
Section 8.1 No Personal Liability of Directors. 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 15 Pa.
C.S. Section 511 and Section 1721 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 (a) the
responsibility or liability of such director pursuant to any criminal
statute, or (b) the liability of a director for the payment of taxes pursuant
to local, state or Federal law. Any repeal, modification or adoption of any
provision inconsistent with Section 8.1 shall be prospective only, and
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.
Section 8.2 Mandatory Indemnification of Directors and Certain Other
Persons.
(a) The Corporation shall indemnify and hold harmless to the full
extent not prohibited by law, as the same exists or may hereinafter be
amended, interpreted or implemented (but, in the case of any amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than are permitted the Corporation to provide prior to
such
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amendment), each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in (as a witness or otherwise) any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative or investigative and whether or not by or in the
right of the Corporation or otherwise, (hereinafter, a "proceeding") by
reason of the fact that he or she, or a person of whom he or she is the heir,
executor, or administrator, 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 or trustee of another corporation or of a partnership,
joint venture, trust or other enterprise (including without limitation
service with respect to employee benefit plans), or where the basis of such
proceeding is any alleged action or failure to take any action by such person
while acting in an official capacity as a director or officer of the
Corporation, or in any other capacity on behalf of the Corporation while such
person is or was serving as a director or officer of the Corporation, against
all expenses, liability and loss, including but not limited to attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or
to be paid in settlement (whether with or without court approval), actually
and reasonably incurred or paid by such person in connection therewith.
(b) Notwithstanding the foregoing, except as provided in Section
8.3 below, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated
by such person only if such proceeding (or part thereof) was authorized by
the board of directors of the Corporation.
(c) Subject to the limitation set forth above concerning
proceedings initiated by the person seeking indemnification, the right to
indemnification conferred in this Section 8.2 shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred
in defending any such proceeding (or part thereof) or in enforcing his or her
rights under this Section 8.2 in advance of the final disposition thereof
promptly after receipt by the Corporation of a request therefor stating in
reasonable detail the expenses incurred; provided, however, that to the
extent required by law, the payment of such expenses incurred by a director
or officer of the Corporation in advance of the final disposition of a
proceeding shall be made only upon receipt of an
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undertaking, by or on behalf of such person, to repay all amounts so advanced
if and to the extent it shall ultimately be determined by a court that he or
she is not entitled to be indemnified by the Corporation under this Section
8.2 or otherwise.
(d) The right to indemnification and advancement of expenses
provided herein shall continue as to a person who has ceased to be a director
or officer of the Corporation or to serve in any of the other capacities
described herein, and shall inure to the benefit of the heirs, executors and
administrators of such person.
Section 8.3 Payment of Indemnification. If a claim for
indemnification under Section 8.2 hereof is not paid in full by the Corporation
within 30 days after a written claim therefor has been received by the
Corporation, the claimant may, at any time thereafter, bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part on the merits or otherwise in establishing his or her right
to indemnification or to the advancement of expenses, the claimant shall be
entitled to be paid also the expense of prosecuting such claim.
Section 8.4 Non-Exclusivity of Rights. The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of
a final disposition conferred in Section 8.2 and the right to payment of
expenses conferred in Section 8.3 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses
hereunder may be entitled under any bylaw, agreement, vote of shareholders,
vote of directors or otherwise, both as to actions in his or her official
capacity and as to actions in any other capacity while holding that office,
the Corporation having the express authority to enter into such agreements or
arrangements as the board of directors deems appropriate for the
indemnification of and advancement of expenses to present or future directors
and officers as well as employees, representatives or agents of the
Corporation in connection with their status with or services to or on behalf
of the Corporation or any other corporation, partnership, joint venture,
trust or other enterprise, including any employee benefit plan, for which
such person is serving at the request of the Corporation.
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Section 8.5 Funding. The Corporation may create a fund of any nature,
which may, but need not be, under the control of a trustee, or otherwise
secure or insure in any manner its indemnification obligations, including its
obligation to advance expenses, whether arising under or pursuant to this
Article VIII or otherwise.
Section 8.6 Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer or
representative of the Corporation, or is or was serving at the request of the
Corporation as a representative of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against
such person and incurred by such person in any such capacity, or arising out
of his or her status as such, whether or not the Corporation has the power to
indemnify such person against such liability under the laws of this or any
other state.
Section 8.7 Modification or Repeal. Neither the modification,
amendment, alteration or repeal of this Article VIII or any of its provisions
nor the adoption of any provision inconsistent with this Article VIII or any
of its provisions shall adversely affect the rights of any person to
indemnification and advancement of expenses existing at the time of such
modification, amendment, alteration or repeal or the adoption of such
inconsistent provision.
ARTICLE IX
GENERAL PROVISIONS
Section 9.1 Registered Office. The registered office of the
Corporation, required by law to be maintained in the Commonwealth of
Pennsylvania, shall be 435 Devon Park Drive, Wayne, PA 19087. The principal
place of business of the Corporation may be, but need not be, the same as the
registered office. The address of the registered office may be changed from
time to time by the board of directors.
Section 9.2 Other Offices. The Corporation may have additional
offices and places of business in such places, within or without the
Commonwealth of Pennsylvania, as the board of directors
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may designate or as the business of the Corporation may require.
Section 9.3 Corporate Seal. The Corporation may have a corporate seal
which shall have inscribed thereon the name of the Corporation, the year of
organization, and the words "Corporate Seal - Pennsylvania" or such
inscription as the board of directors may determine. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed, or in any
manner reproduced.
Section 9.4 Fiscal Year. The fiscal year of the Corporation shall
begin on the 1st day of January in each year.
Section 9.5 Amendment of Bylaws. These bylaws may be amended or
repealed, and new bylaws may be adopted, by the board of directors,
regardless of whether the shareholders have previously adopted or approved
the bylaw being amended or repealed, except where the power to repeal, adopt
or amend a bylaw on any subject is expressly committed to the shareholders by
the Business Corporation Law, as it may hereafter be amended, and subject
always to the power of the shareholders to change any action taken by the
board. Any change in the bylaws shall take effect when adopted unless
otherwise provided in the resolution effecting the change.
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