TECHNITROL, INC.
------
BY-LAWS
------
ARTICLE I
OFFICES
Section 1. The principal office shall be at 1210 Northbrook Drive,
Suite 385, in Trevose, Commonwealth of Pennsylvania. The location of the
principal office shall, at all times, be within the limits of the
Commonwealth of Pennsylvania.
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 in the City
of Philadelphia, Pennsylvania, or at such other places within or without
the Commonwealth of Pennsylvania as the board of directors may designate.
Section 2. The annual meeting of the shareholders shall be held in
either the months of May or June of each year on such date as may be
determined by the board of directors at least sixty days in advance of such
meeting and, in the event the board of directors fails to determine a
meeting date, the meeting shall be held on the third Wednesday of May at
4:30 P.M., if not a legal holiday and if a legal holiday then on the fourth
Wednesday of May, when they shall elect, by a plurality vote, by ballot,
such number of directors for such terms as provided in Article III, Section
1, of these by-laws, to serve until their successors are elected or chosen
and qualify, 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 president, or a majority of
the board of directors, or the holders of at least twenty percent of all
the shares issued and outstanding and entitled to vote 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 or more than sixty 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
ten 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 days before each
meeting of shareholders, a complete list of the shareholders entitled to
notice of the meeting and a complete list of the 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 holders of a majority of the issued and outstanding
shares entitled to vote, present in person or represented by proxy, 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 by-laws. The
shareholders present in person or by proxy at a duly convened meeting can
continue to do business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum. If, however, any
meeting of 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 days each as the holders of a majority of the shares entitled to
vote present in person or by proxy shall direct, and those who attend the
second of such adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing directors. At
any adjourned meeting at which a quorum shall be present or 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 vote of the holders of a majority of the shares having voting powers,
present in person or represented by proxy, shall decide any question
brought before such meeting, unless the question is one upon which, by
express provision of the statutes or of the articles of incorporation or of
these by-laws, a different vote is required in which case such express
provision shall govern and control the decision of such question.
Section 9. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share
having voting power held by such shareholder, but no proxy shall be voted
on or after three 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 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 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 or three.
If appointed at a meeting on the request of one or more shareholders
entitled to vote or proxies, the majority of shares present and entitled to
vote shall determine whether one or three judges are to be appointed. No
person who is a candidate for office shall act as a judge. The judges of
election shall do all such acts as may be proper to conduct the election or
vote 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 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 at least six and not more than nine. The directors shall be
divided into three classes, namely, Classes I, II and III, with each class
consisting of at least two directors and not more than three. At each
annual meeting of shareholders, the successors to any class of directors
whose terms shall then expire shall be elected to serve three years.
Directors elected as hereinbefore provided may not be removed prior to the
expiration of their respective terms of office without cause. Subject to
the provisions of Article Sixth of the articles of incorporation, as
amended and restated, the board of directors may by a vote of not less than
a majority of the authorized directors amend this Section to increase or
decrease the number of directors constituting any class, without a vote of
the shareholders, provided, however, that any such decrease shall not
eliminate any directors then in office. Except for changing the size of
any class of directors, this Section shall not be amended, altered, changed
or repealed, notwithstanding the provisions of Article IX of these by-laws,
except as provided in Article Sixth of the articles of incorporation, as
amended and restated.
Section 2. Vacancies in any class and newly created directorships
resulting from any increase in the authorized number of directors in any
class shall be filled by a majority of the remaining number of the board,
though less than a quorum. Each person so elected shall be a director to
serve until the expiration of the term of the class to which he is elected
and until his successor is elected by the shareholders.
Section 3. The business of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the
articles of incorporation or by these by-laws directed or required to be
exercised and done by the shareholders.
Section 4. No person shall be eligible to be nominated or elected as
a director if at the time of such nomination or election such person has
attained the age of Seventy (70) years. Any director who attains the age
of Seventy (70) years during the terms of his directorship shall be
permitted to continue to serve In such capacity for the remainder of his
then-current term and shall thereafter be ineligible for nomination or
election as a director.
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 board of directors shall hold a meeting at the
corporation's principal office immediately following the annual meeting of
the shareholders at which new directors are elected, unless a different
time and place shall be fixed by the shareholders at the meeting at which
the new directors were elected, and no notice of such meeting shall be
necessary to the 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 meeting of
the board of directors with its newly elected members, 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 on the third Wednesday of each month at the principal office
of the corporation or at such other time or place as shall from time to
time be determined by the board.
Section 8. Special meetings of the board may be called by the
president on one day's notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the president 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.. One or more directors may participate in a
meeting of the board of directors by means of a conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other. 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. If all the directors shall severally or collectively
consent in writing to any action to be taken by the corporation, 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. The board of directors shall immediately after each
annual meeting of shareholders (or at any regular or special meeting should
the need arise by resignation, death or otherwise of the then current
chairman), elect from among its members a chairman of the board. The
chairman of the board shall not be an officer of the corporation but shall
preside at all meetings of the board of directors and shall undertake such
other duties as the board of directors may from time to time prescribe.
COMMITTEE
Section 13. The board of directors may, by resolution passed by a
majority of the whole board, designate two or more of its number to
constitute an executive committee which, to the extent provided in such
resolution shall have and exercise the authority of the board of directors
in the management and business of the corporation. Vacancies in the
membership of the committee shall be filled by the board of directors at a
regular or special meeting of the board of directors. The executive
committee shall keep regular minutes of its proceedings and report the same
to the board when required.
Section 14. By resolution passed by a majority of the whole board,
the board of directors may establish such other committees for such other
purposes which the board deems advisable. Vacancies in the membership on
such other committees shall be filled by the board of directors at a
regular on special meeting of the board of directors. Such other
committees shall keep regular minutes of their proceedings and report the
same to the board when required.
COMPENSATION OF DIRECTORS
Section 15. Compensation of directors shall be in such amounts as may
be determined from time to time by resolution of the board of directors.
Such compensation may include, in addition to expenses of attendance if
any, a stated fee for each regular or special meeting of the board attended
by a director as well as an annual retainer to be paid to each director if
the board of directors so determines. Members of the executive committee
or of any standing or special committee may, by resolution of the board, be
allowed such additional compensation for their services on such committees
as the board may from time to time determine. Nothing herein shall be
construed to preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
ARTICLE IV
NOTICES
Section 1. Notices to directors and shareholders shall be in writing
and delivered personally or mailed to the directors or shareholders at
their addresses appearing on the books of the corporation. Notice by mail
shall be deemed to be given at the time when the same shall be mailed.
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
by-laws, 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 chief executive officer, a president, a
vice president, a secretary and a treasurer. The board of directors may
also choose an executive vice president, additional vice presidents and one
or more assistant secretaries and assistant treasurers. Any two of the
aforesaid offices, except those of the president and executive vice
president, president and vice president or president and secretary, may be
held by the same person.
Section 2. The board of directors, immediately after each annual
meeting of shareholders, shall elect a chief executive officer, a
president, each of whom may, but need not, be a director, and the board
shall also annually choose a secretary, a treasurer and such assistant
secretaries and other vice presidents, none of which need be members of the
board of directors.
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 salaries of all officers and agents of the corporation
shall be fixed by the board of directors..
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 any
office of the corporation shall be filled by the board of directors.
CHIEF EXECUTIVE OFFICER
Section 6. The chief executive officer shall be the corporation's
most senior officer, be responsible for the implementation of strategies,
policies and resolutions adopted by the board of directors and shall
perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
THE PRESIDENT
Section 7. The president shall be the chief operating officer of the
corporation, shall have general and active management of the day-to-day
operations of the corporation.
Section 8. He 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 VICE-PRESIDENTS
Section 9. The executive vice-president, if one be appointed, shall
have such powers and perform such duties as the board of directors or the
president may from time to time prescribe, and shall perform such other
duties as may be prescribed in these by-laws. He shall exercise all the
powers and discharge all the duties of the president during the latter's
absence or inability to act and shall have power to sign all deeds,
contracts and instruments authorized by the board of directors unless they
otherwise direct.
The vice-president, or if there be more than one, the vice-presidents
in the order of length of service unless otherwise determined by the board
of directors, shall, in the absence or disability of the president or
executive vice-president, perform the duties and exercise the powers of the
president, and shall perform such other duties and have such other powers
as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 10. 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 executive committee 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 president, 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 11. The assistant secretary, or if there be 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 12. 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 money 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 13. 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 14. 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 to 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 15. 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.
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 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 president
and the secretary 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 such president
and secretary 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
seventy-five 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 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 purpose 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, INSURANCE AND LIMITATION OF DIRECTORS' LIABILITY
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
Section 1. 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 (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 reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contenders 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 expenses (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
interest 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 the stockholders.
Section 4. In addition to and notwithstanding the limited
indemnification provided in Sections 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 a 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.
LIMITATION OF DIRECTORS' LIABILITY
Section 11. No director of this corporation shall be personally
liable for monetary damages as such for any action taken, or failure to
take any action, on or after January 27, 1987, unless (a) the director has
breached or failed to perform the duties of his office under Section 8363
of Title 42 of the Pennsylvania Consolidated Statutes Annotated (relating
to the standard of care and justifiable reliance of directors); and (b) the
breach or failure to perform constitutes self dealing, willful misconduct
or recklessness; provided, however that the provisions of this Section 11
shall not apply to the responsibility or liability of a director pursuant
to any criminal statute, or the liability of a director for the payment of
taxes pursuant to local, state or federal law.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the shares of the corporation, subject to
the provisions of the articles of incorporation, if any, 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 for contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the corporation, or for such
other purpose 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.
Section 3. The directors shall send, or cause to be sent, to the
shareholders, within one hundred twenty 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 commence on
January 1st of each year.
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.
PENNSYLVANIA BUSINESS CORPORATION LAW
Section 7. Section 4 of the Act amending the Pennsylvania Business
Corporation Law signed by Governor Thornburgh on December 23, 1983
(specifically Senate Bill No. 1144), which section provided for the
addition of a Section 910 to the Pennsylvania Business Corporation Law
shall not be applicable to the corporation in any respect.
Section 8. Subchapter G (S[section mark]2561-2567) and Subchapter H
(52571-2575) of the Pennsylvania Business Corporation Law of 1988, as
amended, shall not be applicable to the corporation in any respect.
ARTICLE IX
AMENDMENTS
Section 1. Except as otherwise provided in Article Sixth of the
articles of incorporation, as amended and restated, 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.