Bylaws of
PP&L Resources, Inc.
Table of Contents
Section Page
Article I: Offices and Fiscal Year
Section 1.01 Registered Office................................ 1
Section 1.02 Other Offices.................................... 1
Section 1.03 Fiscal Year...................................... 1
Article II: Notice - Waivers - Meetings Generally
Section 2.01 Manner of Giving Notice......................... 1
Section 2.02 Notice of Meetings of Board of Directors........ 2
Section 2.03 Notice of Meetings of Shareholders.............. 2
Section 2.04 Waiver of Notice................................ 3
Section 2.05 Modification of Proposal Contained in Notice.... 3
Section 2.06 Exception to Requirement of Notice.............. 3
Section 2.07 Use of Conference Telephone and Similar
Equipment....................................... 4
Article III: Shareholders
Section 3.01 Place of Meeting................................ 4
Section 3.02 Annual Meeting.................................. 4
Section 3.03 Special Meetings................................ 4
Section 3.04 Quorum and Adjournment.......................... 5
Section 3.05 Action by Shareholders.......................... 5
Section 3.06 Organization.................................... 6
Section 3.07 Voting Rights of Shareholders................... 6
Section 3.08 Voting and Other Action by Proxy................ 6
Section 3.09 Voting by Fiduciaries and Pledgees.............. 7
Section 3.10 Voting by Joint Holders of Shares............... 7
Section 3.11 Voting by Corporations.......................... 8
Section 3.12 Determination of Shareholders of Record......... 8
Section 3.13 Voting Lists.................................... 9
Section 3.14 Judges of Election.............................. 9
Section 3.15 Minors as Securityholders....................... 10
Section 3.16 Nominations for Election of Directors........... 10
Section 3.17 Other Business to be Transacted................. 11
Article IV: Board of Directors
Section 4.01 Powers; Personal Liability...................... 12
Section 4.02 Qualifications and Selection of Directors....... 13
Section 4.03 Number and Term of Office....................... 13
Section 4.04 Vacancies....................................... 14
Section 4.05 Removal of Directors............................ 14
Section 4.06 Place of Meetings............................... 15
Section 4.07 Organization of Meetings........................ 15
Section 4.08 Regular Meetings................................ 15
Section 4.09 Special Meetings................................ 15
Section 4.10 Quorum of and Action by Directors............... 15
Section 4.11 Executive and Other Committees.................. 16
Section 4.12 Compensation.................................... 17
Article V: Officers
Section 5.01 Officers Generally.............................. 17
Section 5.02 Election, Term of Office and Resignations....... 17
Section 5.03 Subordinate Officers, Committees and Agents..... 18
Section 5.04 Removal of Officers and Agents.................. 18
Section 5.05 Vacancies....................................... 18
Section 5.06 Authority....................................... 18
Section 5.07 The Chairman and Vice Chairman of the Board..... 18
Section 5.08 The President................................... 19
Section 5.09 The Vice Presidents............................. 19
Section 5.10 The Secretary................................... 19
Section 5.11 The Treasurer................................... 19
Section 5.12 Salaries........................................ 19
Article VI: Certificates of Stock, Transfer, Etc.
Section 6.01 Share Certificates.............................. 20
Section 6.02 Issuance........................................ 20
Section 6.03 Transfer........................................ 20
Section 6.04 Record Holder of Shares......................... 20
Section 6.05 Lost, Destroyed or Mutilated Certificates....... 21
Article VII: Indemnification of Directors, Officers and Other
Authorized Representatives
Section 7.01 Indemnification of Directors and Officers....... 21
Section 7.02 Indemnification of Persons Not Indemnified
Under Section 7.01.............................. 22
Article VIII: Miscellaneous
Section 8.01 Corporate Seal................................. 25
Section 8.02 Checks......................................... 25
Section 8.03 Contracts...................................... 25
Section 8.04 Interested Directors or Officers; Quorum....... 25
Section 8.05 Deposits....................................... 26
Section 8.06 Corporate Records.............................. 26
Section 8.07 Amendment of Bylaws............................ 26
BYLAWS
OF
PP&L RESOURCES, INC.
(a Pennsylvania Registered Corporation)
(as amended and restated
by the sole shareholder,
effective April 27, 1995)
_________________________________________________________________
ARTICLE I
Offices and Fiscal Year
Section 1.01. Registered Office. The registered office of
the corporation in the Commonwealth of Pennsylvania shall be at
Two North Ninth Street, Allentown, PA 18101-1179, until
otherwise established by an amendment of the articles of
incorporation (the "articles") or by the board of directors and a
record of such change is filed with the Pennsylvania Department
of State in the manner provided by law.
Section 1.02. Other Offices. The corporation may also have
offices at such other places within or without the Commonwealth
of Pennsylvania as the board of directors may from time to time
appoint or the business of the corporation may require.
Section 1.03. Fiscal Year. The fiscal year of the
corporation shall begin on the 1st day of January in each year.
ARTICLE II
Notice - Waivers - Meetings Generally
Section 2.01. Manner of Giving Notice.
(a) General Rule. Whenever written notice is required to
be given to any person under the provisions of the Business
Corporation Law 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 by
telegram (with messenger service specified), telex or TWX (with
answerback received) or courier service, charges prepaid, or by
facsimile transmission to the address (or to the telex, TWX,
facsimile or telephone number) of the person 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. If
the notice is sent by mail, telegraph or courier service, it
shall be deemed to have been given to the person entitled thereto
when deposited in the United States mail or with a telegraph
office or courier service for delivery to that person or, in the
case of telex or TWX, when dispatched or, in the case of
facsimile transmission when received. A notice of meeting shall
specify the place, day and hour of the meeting and any other
information required by any other provision of the Business
Corporation Law, the articles or these bylaws.
(b) Bulk Mail. Notice of any regular or special meeting of
the shareholders, or any other notice required by the Business
Corporation Law or by the articles or these bylaws to be given to
all shareholders or to all holders of a class or series of
shares, may be given by any class of postpaid mail if the notice
is deposited in the United States mail at least 20 days prior to
the day named for the meeting or any corporate or shareholder
action specified in the notice.
(c) Adjourned Shareholder Meetings. 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 an adjourned meeting, other than by announcement at
the meeting at which the adjournment is taken, unless the board
fixes a new record date for the adjourned meeting in which event
notice shall be given in accordance with Section 2.03.
Section 2.02. Notice of Meetings of Board of Directors.
Notice of a regular meeting of the board of directors need not be
given. Notice of every special meeting of the board of directors
shall be given to each director by telephone or in writing at
least 24 hours (in the case of notice by telephone, telex, TWX or
facsimile transmission) or 48 hours (in the case of notice by
telegraph, courier service or express mail) or five days (in the
case of notice by first class mail) before the time at which the
meeting is to be held. Every such notice shall state the time
and place of the meeting. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the
board need be specified in a notice of the meeting.
Section 2.03. Notice of Meetings of Shareholders.
(a) General Rule. Except as otherwise provided in Section
2.01(b), written notice of every meeting of the shareholders
shall be given by, or at the direction of, the secretary or other
authorized person to each shareholder of record entitled to vote
at the meeting at least (1) ten days prior to the day named for a
meeting (and, in case of a meeting called to consider a merger,
consolidation, share exchange or division, to each shareholder of
record not entitled to vote at the meeting) called to consider a
fundamental change under 15 Pa.C.S. Chapter 19 or (2) five days
prior to the day named for the meeting in any other case. If the
secretary neglects or refuses to give notice of a meeting, the
person or persons calling the meeting may do so. In the case of
a special meeting of shareholders, the notice shall specify the
general nature of the business to be transacted.
(b) Notice of Action by Shareholders on Bylaws. In the
case of a meeting of shareholders that has as one of its purposes
action on the bylaws, written notice shall be given to each
shareholder that the purpose, or one of the purposes, of the
meeting is to consider the adoption, amendment or repeal of the
bylaws. There shall be included in, or enclosed with, the notice
a copy of the proposed amendment or a summary of the changes to
be effected thereby.
(c) Notice of Action by Shareholders on Fundamental Change.
In the case of a meeting of the shareholders that has as one of
its purposes action with respect to any fundamental change under
15 Pa.C.S. Chapter 19, each shareholder shall be given, together
with written notice of the meeting, a copy or summary of the
amendment or plan to be considered at the meeting in compliance
with the provisions of Chapter 19.
(d) Notice of Action by Shareholders Giving Rise to
Dissenters Rights. In the case of a meeting of the shareholders
that has as one of its purposes action that would give rise to
dissenters rights under the provisions of 15 Pa.C.S. Subchapter
15D, each shareholder shall be given, together with written
notice of the meeting:
(1) a statement that the shareholders have a right to
dissent and obtain payment of the fair value of their shares by
complying with the provisions of Subchapter 15D (relating to
dissenters rights); and
(2) a copy of Subchapter 15D.
Section 2.04. Waiver of Notice.
(a) Written Waiver. Whenever any written notice is
required to be given under the provisions of the Business
Corporation Law, 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 the meeting.
(b) Waiver by Attendance. Attendance of a person at any
meeting shall constitute a waiver of notice of the meeting except
where a person attends a 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 2.05. Modification of Proposal Contained in Notice.
Whenever the language of a proposed resolution is included in a
written notice of a meeting required to be given under the
provisions of the Business Corporation Law or 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.
Section 2.06. Exception to Requirement of Notice.
(a) General Rule. Whenever any notice or communication is
required to be given to any person under the provisions of the
Business Corporation Law or by the articles or these bylaws or by
the terms of any agreement or other instrument or as a condition
precedent to taking any corporate action and communication with
that person is then unlawful, the giving of the notice or
communication to that person shall not be required.
(b) Shareholders Without Forwarding Addresses. Notice or
other communications need not be sent to any shareholder with
whom the corporation has been unable to communicate for more than
24 consecutive months because communications to the shareholder
are returned unclaimed or the shareholder has otherwise failed to
provide the corporation with a current address. Whenever the
shareholder provides the corporation with a current address, the
corporation shall commence sending notices and other
communications to the shareholder in the same manner as to other
shareholders.
Section 2.07. Use of Conference Telephone and Similar
Equipment. Any director may participate in any meeting of the
board of directors, and the board of directors may provide by
resolution with respect to a specific meeting or with respect to
a class of meetings that one or more persons may participate in a
meeting of the shareholders of the corporation, by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other. Participation in a meeting pursuant to this section shall
constitute presence in person at the meeting.
ARTICLE III
Shareholders
Section 3.01. Place of Meeting. All meetings of the
shareholders of the corporation shall be held at the registered
office of the corporation or such other place as may be
designated by the board of directors in the notice of a meeting.
Section 3.02. Annual Meeting. The board of directors may
fix and designate the date and time of the annual meeting of the
shareholders, but if no such date and time is fixed and
designated by the board, the meeting for any calendar year shall
be held on the fourth Wednesday in April in such year, if not a
legal holiday under the laws of Pennsylvania, and, if a legal
holiday, then on the next succeeding business day, not a
Saturday, at 1:30 o'clock P.M., and at said meeting the
shareholders then entitled to vote shall elect directors and
shall transact such other business as may properly be brought
before the meeting. If the annual meeting shall not have been
called and held within six months after the designated time, any
shareholder may call the meeting at any time thereafter.
Section 3.03. Special Meetings. Special meetings of the
shareholders may be called at any time by the chairman of the
board, if there be one, or by resolution of the board of
directors, which may fix the date, time and place of the meeting.
If the chairman of the board or the board does not fix the date,
time or place of the meeting, it shall be the duty of the
secretary to do so. A date fixed by the secretary shall not be
more than 60 days after the date of the receipt of the request
from the chairman of the board or adoption of the resolution of
the board calling the special meeting.
Section 3.04. Quorum and Adjournment.
(a) General Rule. A meeting of shareholders of the
corporation duly called shall not be organized for the
transaction of business unless a quorum is present. The presence
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 the matter. Shares of
the corporation owned, directly or indirectly, by it and
controlled, directly or indirectly, by the board of directors of
this corporation, as such, shall not be counted in determining
the total number of outstanding shares for quorum purposes at any
given time.
(b) Withdrawal of a Quorum. 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.
(c) Adjournments Generally. Any regular or special meeting
of the shareholders, including one at which directors are to be
elected and one which cannot be organized because a quorum has
not attended, may be adjourned for such period and to such place
as the shareholders present and entitled to vote shall direct.
(d) Electing Directors at Adjourned Meeting. Those
shareholders entitled to vote who attend a meeting called for the
election of directors that has been previously adjourned for lack
of a quorum, although less than a quorum as fixed in this
section, shall nevertheless constitute a quorum for the purpose
of electing directors.
(e) Other Action in Absence of Quorum. 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 in this section, shall nevertheless
constitute a quorum for the purpose of acting upon any matter set
forth in the notice of the meeting if the notice states that
those shareholders who attend the adjourned meeting shall
nevertheless constitute a quorum for the purpose of acting upon
the matter.
Section 3.05. Action by Shareholders.
(a) Except as otherwise provided in the Business
Corporation Law or the articles or these bylaws, whenever any
corporate action is to be taken by vote of the shareholders of
the corporation, it shall be authorized upon receiving the
affirmative vote of a majority of the votes cast by all
shareholders entitled to vote thereon and, if any shareholders
are entitled to vote thereon as a class, upon receiving the
affirmative vote of a majority of the votes cast by the
shareholders entitled to vote as a class.
(b) Except as otherwise provided in the Business
Corporation Law or the articles or these bylaws, any action
required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if, prior or
subsequent to the action, a consent or consents thereto by all of
the shareholders who would be entitled to vote at a meeting for
such purpose shall be filed with the secretary of the
corporation.
Section 3.06. Organization. At every meeting of the
shareholders, the chairman of the board, if there be one, or, in
the case of vacancy in office or absence of the chairman of the
board, one of the following persons present in the order stated:
the vice chairman of the board, if there be one, the president,
the vice presidents in their order of rank and seniority, or a
person chosen by vote of the shareholders present, shall act as
chairman of the meeting. The secretary or an assistant
secretary, or, a person appointed by the chairman of the meeting,
shall act as secretary of the meeting.
Section 3.07. Voting Rights of Shareholders. Unless
otherwise provided in the articles, every shareholder of the
corporation shall be entitled to one vote for every share
standing in the name of the shareholder on the books of the
corporation.
Section 3.08. Voting and Other Action by Proxy.
(a) General Rule.
(1) Every shareholder entitled to vote at a meeting of
shareholders may authorize another person to act for the
shareholder by proxy.
(2) The presence of, or vote or other action at a meeting
of shareholders by, a proxy of a shareholder shall constitute the
presence of, or vote or action by, the shareholder.
(3) Where two or more proxies of a shareholder are
present, the corporation shall, unless otherwise expressly
provided in the proxy, accept as the vote of all shares
represented thereby the vote cast by a majority of them and, if a
majority of the proxies cannot agree whether the shares
represented shall be voted or upon the manner of voting the
shares, the voting of the shares shall be divided equally among
those persons.
(b) Execution and Filing. Every proxy shall be executed in
writing by the shareholder or by the duly authorized attorney-in-
fact of the shareholder and filed with the secretary of the
corporation. A telegram, telex, cablegram, datagram or similar
transmission from a shareholder or attorney-in-fact, or a
photographic, facsimile or similar reproduction of a writing
executed by a shareholder or attorney-in-fact:
(1) may be treated as properly executed for purposes of
this subsection; and
(2) shall be so treated if it sets forth a confidential
and unique identification number or other mark furnished by the
corporation to the shareholder for the purposes of a particular
meeting or transaction.
(c) Revocation. A proxy, unless coupled with an interest,
shall be revocable at will, notwithstanding any other agreement
or any provision in the proxy to the contrary, but the revocation
of a proxy shall not be effective until written notice thereof
has been given to the secretary of the corporation. An unrevoked
proxy shall not be valid after three years from the date of its
execution unless a longer time is expressly provided therein. A
proxy shall not be revoked by the death or incapacity of the
maker unless, before the vote is counted or the authority is
exercised, written notice of the death or incapacity is given to
the secretary of the corporation.
(d) Expenses. The corporation shall pay the reasonable
expenses of solicitation of votes, proxies or consents of
shareholders by or on behalf of the board of directors or its
nominees for election to the board, including solicitation by
professional proxy solicitors and otherwise.
Section 3.09. Voting by Fiduciaries and Pledgees. Shares
of the corporation standing in the name of a trustee or other
fiduciary and shares held by an assignee for the benefit of
creditors or by a receiver may be voted by the trustee,
fiduciary, assignee or receiver. A shareholder whose shares are
pledged shall be entitled to vote the shares until the shares
have been transferred into the name of the pledgee, or a nominee
of the pledgee, but nothing in this section shall affect the
validity of a proxy given to a pledgee or nominee.
Section 3.10. Voting by Joint Holders of Shares.
(a) General Rule. Where shares of the corporation are held
jointly or as tenants in common by two or more persons, as
fiduciaries or otherwise:
(1) if only one or more of such persons is present in
person or by proxy, all of the shares standing in the names of
such persons shall be deemed to be represented for the purpose of
determining a quorum and the corporation shall accept as the vote
of all the shares the vote cast by a joint owner or a majority of
them; and
(2) if the persons are equally divided upon whether the
shares held by them shall be voted or upon the manner of voting
the shares, the voting of the shares shall be divided equally
among the persons without prejudice to the rights of the joint
owners or the beneficial owners thereof among themselves.
(b) Exception. If there has been filed with the
secretary of the corporation a copy, certified by an attorney at
law to be correct, of the relevant portions of the agreement
under which the shares are held or the instrument by which the
trust or estate was created or the order of court appointing them
or of an order of court directing the voting of the shares, the
persons specified as having such voting power in the document
latest in date of operative effect so filed, and only those
persons, shall be entitled to vote the shares but only in
accordance therewith.
Section 3.11. Voting by Corporations.
(a) Voting by Corporate Shareholders. Any corporation that
is a shareholder of this corporation may vote at meetings of
shareholders of this corporation by any of its officers or
agents, or by proxy appointed by any officer or agent, unless
some other person, by resolution of the board of directors of the
other corporation or a provision of its articles or bylaws, a
copy of which resolution or provision certified to be correct by
one of its officers has been filed with the secretary of this
corporation, is appointed its general or special proxy in which
case that person shall be entitled to vote the shares.
(b) Controlled Shares. Shares of this corporation owned,
directly or indirectly, by it and controlled, directly or
indirectly, by the board of directors of this corporation, as
such, shall not be voted at any meeting and shall not be counted
in determining the total number of outstanding shares for voting
purposes at any given time.
Section 3.12. Determination of Shareholders of Record.
(a) Fixing Record Date. The board of directors may fix a
time prior to the date of any meeting of shareholders as a record
date for the determination of the shareholders entitled to notice
of, or to vote at, the meeting, which time, except in the case of
an adjourned meeting, shall be not more than 90 days prior to the
date of the meeting of shareholders. Only shareholders of record
on the date fixed shall be so entitled notwithstanding any
transfer of shares on the books of the corporation after any
record date fixed as provided in this subsection. The board of
directors may similarly fix a record date for the determination
of shareholders of record for any other purpose. When a determi-
nation of shareholders of record has been made as provided in
this section for purposes of a meeting, the determination shall
apply to any adjournment thereof unless the board fixes a new
record date for the adjourned meeting.
(b) Determination When a Record Date is Not Fixed. If a
record date is not fixed:
(1) The record date for determining shareholders entitled
to notice of or to vote at a meeting of shareholders shall be at
the close of business on the day next preceding the day on which
notice is given.
(2) The record date for determining shareholders for any
other purpose shall be at the close of business on the day on
which the board of directors adopts the resolution relating
thereto.
(c) Certification by Nominee. The board of directors may
adopt a procedure whereby a shareholder of the corporation may
certify in writing to the corporation that all or a portion of
the shares registered in the name of the shareholder are held for
the account of a specified person or persons. Upon receipt by
the corporation of a certification complying with the procedure,
the persons specified in the certification shall be deemed, for
the purposes set forth in the certification, to be the holders of
record of the number of shares specified in place of the
shareholder making the certification.
Section 3.13. Voting Lists.
(a) General Rule. The officer or agent having charge of
the transfer books for shares of the corporation shall make a
complete list of the shareholders entitled to vote at any meeting
of shareholders, arranged in alphabetical order, with the address
of and the number of shares held by each. The list shall be
produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the
whole time of the meeting for the purposes thereof except that if
the corporation has 5,000 or more shareholders, in lieu of the
making of the list, the corporation may make the information
therein available at the meeting by any other means.
(b) Effect of List. Failure to comply with the
requirements of this section shall not affect the validity of any
action taken at a meeting prior to a demand at the meeting by any
shareholder entitled to vote thereat to examine the list. The
original share register or transfer book, or a duplicate thereof
kept in the Commonwealth of Pennsylvania, shall be prima facie
evidence as to who are the shareholders entitled to examine the
list or share register or transfer book or to vote at any meeting
of shareholders.
Section 3.14. Judges of Election.
(a) Appointment. In advance of any meeting of shareholders
of the corporation, the board of directors may appoint judges of
election, who need not be shareholders, to act at the meeting or
any adjournment thereof. If judges of election are not so
appointed, the presiding officer of the meeting may, and on the
request of any shareholder shall, appoint judges of election at
the meeting. The number of judges shall be one or three. A
person who is a candidate for an office to be filled at the
meeting shall not act as a judge.
(b) Vacancies. 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.
(c) Duties. The judges of election shall determine the
number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, and
the authenticity, validity and effect of proxies, receive votes
or ballots, hear and determine all challenges and questions in
any way arising in connection with nominations by shareholders or
the right to vote, count and tabulate all votes, determine the
result and do such acts as may be proper to conduct the election
or vote with fairness to all shareholders. The 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.
(d) Report. On request of the presiding officer of the
meeting or of any shareholder, the judges shall make a report in
writing of any challenge or question or matter determined by
them, and execute a certificate of any fact found by them. Any
report or certificate made by them shall be prima facie evidence
of the facts stated therein.
Section 3.15. Minors as Securityholders. The corporation
may treat a minor who holds shares or obligations of the
corporation as having capacity to receive and to empower others
to receive dividends, interest, principal and other payments or
distributions, to vote or express consent or dissent and to make
elections and exercise rights relating to such shares or
obligations unless, in the case of payments or distributions on
shares, the corporate officer responsible for maintaining the
list of shareholders or the transfer agent of the corporation or,
in the case of payments or distributions on obligations, the
treasurer or paying officer or agent has received written notice
that the holder is a minor.
Section 3.16. Nominations for Election of Directors.
Except as otherwise provided in or fixed by or pursuant to the
provisions of Article V of the articles of incorporation,
nominations for the election of directors may be made by the
board of directors or a committee appointed by the board of
directors or by any shareholder entitled to vote in the election
of directors generally. However, any shareholder entitled to
vote in the election of directors generally may nominate one or
more persons for election as directors at a meeting only if
written notice (meeting the requirements hereinafter set forth)
of such shareholder's intent to make such nomination or
nominations has been given by the shareholder and received by the
secretary of the corporation in the manner and within the time
specified by this Section. The notice shall be delivered to the
secretary of the corporation not later than (i) with respect to
an election to be held at an annual meeting of shareholders, 75
days in advance of the date of such meeting; provided, however,
that in the event that less than 85 days' notice or prior public
disclosure of the date of the annual meeting is given, notice
from the shareholders to be timely must be received not later
than the tenth day following the date on which such notice of the
date of the annual meeting was mailed or such public disclosure
was made, whichever first occurs, and (ii) with respect to an
election to be held at a special meeting of shareholders for the
election of directors, the close of business on the earlier of
(A) the seventh day following the date on which notice of such
meeting is first given to shareholders or (B) the fourth day
prior to the meeting. In lieu of delivery to the secretary, the
notice may be mailed to the secretary by certified mail, return
receipt requested, but shall be deemed to have been given only
upon actual receipt by the secretary. Each such notice shall set
forth: (a) the name and address of the shareholder who intends
to make the nomination and of the person or persons to be
nominated; (b) a representation that the shareholder is a holder
of record of stock of the corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings
between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (d)
such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had proxies been solicited with respect to
such nominee by the management or board of directors of the
corporation; and (e) the consent of each nominee to serve as a
director of the corporation if so elected. If a judge or judges
of election shall not have been appointed pursuant to these
bylaws, the presiding officer of the meeting may, if the facts
warrant, determine and declare to the meeting that any nomination
made at the meeting was not made in accordance with the
procedures of this Section and, in such event, the nomination
shall be disregarded. Any decision by the presiding officer of
the meeting made in good faith shall be conclusive and binding
upon all shareholders of the corporation for any purpose.
Section 3.17. Other Business to be Transacted. Except as
otherwise provided in Section 3.16 of these bylaws, at any annual
meeting or special meeting of shareholders, only such business as
is properly brought before the meeting in accordance with this
Section may be transacted. To be properly brought before any
meeting, any proposed business that is to be brought pursuant to
this Section must be either (i) specified in the notice of the
meeting (or any supplement thereto) given by or at the direction
of the board of directors, (ii) otherwise properly brought before
the meeting by or at the direction of the board of directors, or
(iii) in the case of an annual meeting of shareholders, otherwise
properly brought before the meeting by a shareholder (x) who is a
shareholder of record on the date of giving notice provided for
in these bylaws and on the record date for the determination of
shareholders entitled to vote at such annual meeting, and (y) who
complies with the notice provisions set forth in this Section.
For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice
thereof in writing to the secretary of the corporation. To be
timely, a shareholder's notice must be delivered to the secretary
of the corporation not later than 75 days in advance of the date
of such meeting; provided, however, that in the event that less
than 85 days' notice or prior public disclosure of the date of
the annual meeting is given, notice from the shareholders to be
timely must be received not later than the tenth day following
the date on which such notice of the date of the annual meeting
was mailed or such public disclosure was made, whichever first
occurs. In lieu of delivery to the secretary, the notice may be
mailed to the secretary by certified mail, return receipt
requested, but shall be deemed to have been given only upon
actual receipt by the secretary. A shareholder's notice to the
secretary of the corporation, as required by this Section, shall
set forth as to each matter the shareholder proposes to bring
before the annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name
and record address of the shareholder proposing such business,
(iii) the class, series and number of shares of the corporation's
stock which are beneficially owned by the shareholder, (iv) a
description of all arrangements or understandings between such
shareholder and any other person or persons (including their
names) in connection with the proposal of such business by such
shareholder in such business, (v) all other information which
would be required to be included in a proxy statement or other
filing required to be filed with the Securities and Exchange
Commission if, with respect to any such item of business, such
shareholder were a participant in a solicitation subject to
Regulation 14A under the Securities Exchange Act of 1934, as
amended, and (vi) a representation that such shareholder intends
to appear in person or by proxy at the annual meeting of
shareholders to bring such business before the meeting. Except
as provided in Section 3.16 of these bylaws, notwithstanding
anything in the bylaws to the contrary, no business shall be
conducted at any meeting of shareholders except in accordance
with the procedures set forth in this Section, provided, however,
that nothing in this Section shall be deemed to preclude
discussion by any shareholders of any business properly brought
before any such meeting. The presiding officer of a meeting may,
if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in
accordance with the provisions of this Section, and if he should
so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be
transacted. Any decision by the presiding officer of the meeting
made in good faith shall be conclusive and binding upon all
shareholders of the corporation for any purpose.
ARTICLE IV
Board of Directors
Section 4.01. Powers; Personal Liability.
(a) General Rule. Unless otherwise provided by statute,
all powers vested by law in the corporation shall be exercised by
or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of, the board of
directors.
(b) Personal Liability of Directors.
(1) To the fullest extent that the laws of the
Commonwealth of Pennsylvania, as now in effect or as hereafter
amended, permit elimination or limitation of the liability of
directors, no director of the corporation shall be personally
liable for monetary damages as such for any action taken, or any
failure to take any action, as a director.
(2) Any amendment or repeal of this Section 4.01 which
has the effect of increasing directors' liability shall operate
prospectively only, and shall not affect any action taken, or any
failure to act, prior to its adoption.
(The provisions of this subsection (b) were first adopted by the
shareholders of the corporation effective April 27, 1995.)
Section 4.02. Qualifications and Selection of Directors.
(a) Qualifications. Each director of the corporation shall
be a natural person of full age who need not be a resident of the
Commonwealth of Pennsylvania or a shareholder of the corporation.
(b) Election of Directors. In elections for directors,
voting need not be by ballot, unless required by vote of the
shareholders before the voting for the election of directors
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.
Section 4.03. Number and Term of Office.
(a) Number. The board of directors shall consist of such
number of directors, not less than six nor more than twenty, as
may be determined from time to time by resolution of the board of
directors.
(b) Resignation. Any director 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 shall be specified in the notice of
resignation.
(c) Classification of Directors. Except as otherwise
provided in or fixed by or pursuant to the articles of
incorporation, the board of directors shall be divided into three
classes as nearly equal in number as may be. The initial term of
office of each director in the first class shall expire at the
annual meeting of shareholders in 1996; the initial term of
office of each director in the second class shall expire at the
annual meeting of shareholders in 1997; and the initial term of
office of each director in the third class shall expire at the
annual meeting of shareholders in 1998. At each annual election
commencing at the annual meeting of shareholders in 1996 and
thereafter, the successors to the class of directors whose term
expires at that time shall be elected to hold office for a term
of three years to succeed those whose term expires, so that the
term of one class of directors shall expire each year. Each
director shall hold office for the term of which he or she is
elected or appointed and until a successor has been selected and
qualified or until his or her earlier death, resignation or
removal. In the event of any increase or decrease in the
authorized number of directors, (a) each director then serving as
such shall nevertheless continue as a director of the class of
which he or she is a member until the expiration of his or her
current term, or his or her earlier death, resignation or
removal, and (b) the newly created or eliminated directorships
resulting from such increase or decrease shall be apportioned by
the board of directors among the three classes of directors so as
to maintain such classes as nearly equal in number as may be.
Section 4.04. Vacancies.
(a) General Rule. 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 until the next selection of the class for which
such director has been chosen, and until a successor has been
selected and qualified or until his or her earlier death,
resignation or removal.
(b) Action by Resigned Directors. When one or more
directors resign from the board effective at a future date, the
directors then in office, including those who have so resigned,
shall have power by the applicable vote to fill the vacancies,
the vote thereon to take effect when the resignations become
effective.
Section 4.05 Removal of Directors.
(a) Removal by the Shareholders. Any director may be
removed from office, but only (i) for cause, and (ii) upon the
affirmative vote of the shareholders entitled to cast at least
two-thirds of the votes which all shareholders would be entitled
to cast at any annual election of directors and upon any
additional vote of shareholders that may be required by law. In
case one or more directors are so removed, new directors may be
elected at the same meeting. The repeal of a provision of the
articles or bylaws prohibiting, or the addition of a provision to
the articles or bylaws permitting, the removal by the
shareholders of a director without assigning any cause shall not
apply to any incumbent director during the balance of the term
for which the director was selected.
(b) Removal by the Board. The board of directors may
declare vacant the office of a director who has been judicially
declared of unsound mind or who has been convicted of an offense
punishable by imprisonment for a term of more than one year or
if, within 60 days after notice of his or her selection, the
director does not accept the office either in writing or by
attending a meeting of the board of directors.
Section 4.06. Place of Meetings. Meetings of the board of
directors may be held at such place within or without the
Commonwealth of Pennsylvania as the board of directors may from
time to time appoint or as may be designated in the notice of the
meeting.
Section 4.07. Organization of Meetings. At every meeting
of the board of directors, the chairman of the board, if there be
one, or, in the case of a vacancy in the office or absence of the
chairman of the board, one of the following officers present in
the order stated: the vice chairman of the board, if there be
one, the president, the vice presidents in their order of rank
and seniority, or a person chosen by a majority of the directors
present, shall act as chairman of the meeting. The secretary or,
in the absence of the secretary, an assistant secretary, or, in
the absence of the secretary and the assistant secretaries, any
person appointed by the chairman of the meeting, shall act as
secretary of the meeting.
Section 4.08. Regular Meetings. Regular meetings of the
board of directors shall be held at such time and place as shall
be designated from time to time by resolution of the board of
directors.
Section 4.09. Special Meetings. Special meetings of the
board of directors shall be held whenever called by the chairman
or by two or more of the directors.
Section 4.10. Quorum of and Action by Directors.
(a) General Rule. A majority of the directors in office of
the corporation shall be necessary to constitute a quorum for the
transaction of business and the acts of a majority of the
directors present and voting at a meeting at which a quorum is
present shall be the acts of the board of directors.
(b) Action by Written Consent. Any action required or
permitted to be taken at a meeting of the directors may be taken
without a meeting if, prior or subsequent to the action, a
consent or consents thereto by all of the directors in office is
filed with the secretary of the corporation.
(c) Notation of Dissent. A director of the corporation who
is present at a meeting of the board of directors, or of a
committee of the board, at which action on any corporate matter
is taken on which the director is generally competent to act,
shall be presumed to have assented to the action taken unless his
or her dissent is entered in the minutes of the meeting or unless
the 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.
The 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 the meeting incorrectly
omitted his or her dissent if, promptly upon receipt of a copy of
such minutes, the director notifies the secretary, in writing, of
the asserted omission or inaccuracy.
Section 4.11. Executive and Other Committees.
(a) Establishment and Powers. The board of directors may,
by resolution adopted by a majority of the directors in office,
establish one or more committees to consist of one or more
directors of the corporation. Any committee, to the extent
provided in the resolution of the board of directors, 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 the following:
(1) The submission to shareholders of any action
requiring approval of shareholders under the Business Corporation
Law.
(2) The creation or filling of vacancies in the board of
directors.
(3) The adoption, amendment or repeal of these bylaws.
(4) The amendment or repeal of any resolution of the
board that by its terms is amendable or repealable only by the
board.
(5) Action on matters committed by a resolution of the
board of directors to another committee of the board.
(b) Alternate Committee Members. 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 the purposes of any written action by the
committee. In the absence or disqualification of a member and
alternate member or members of a committee, the member or members
thereof present at any meeting and not disqualified from voting,
whether or not constituting a quorum, may unanimously appoint
another director to act at the meeting in the place of the absent
or disqualified member.
(c) Term. Each committee of the board shall serve at the
pleasure of the board.
(d) Committee Procedures. The term "board of directors" or
"board," when used in any provision of these bylaws relating to
the organization or procedures of or the manner of taking action
by the board of directors, shall be construed to include and
refer to any executive or other committee of the board.
Section 4.12. Compensation. The board of directors shall
have the authority to fix the compensation of directors for their
services as directors and a director may be a salaried officer of
the corporation.
ARTICLE V
Officers
Section 5.01. Officers Generally.
(a) Number, Qualifications and Designation. The officers
of the corporation shall be a president, one or more vice
presidents, a secretary, a treasurer, and such other officers as
may be elected in accordance with the provisions of Section 5.03.
Officers may but need not be directors or shareholders of the
corporation. The president and secretary shall be natural
persons of full age. The treasurer may be a corporation, but if
a natural person shall be of full age. The board of directors
may elect from among the members of the board a chairman of the
board and a vice chairman of the board who may be officers of the
corporation. Any number of offices may be held by the same
person.
(b) Bonding. The corporation may secure the fidelity of
any or all of its officers by bond or otherwise.
(c) Standard of Care. In lieu of the standards of conduct
otherwise provided by law, officers of the corporation shall be
subject to the same standards of conduct, including standards of
care and loyalty and rights of justifiable reliance, as shall at
the time be applicable to directors of the corporation. An
officer of the corporation shall not be personally liable, as
such, to the corporation or its shareholders for monetary damages
(including, without limitation, any judgment, amount paid in
settlement, penalty, punitive damages or expense of any nature
(including, without limitation, attorneys' fees and
disbursements)), for any action taken, or any failure to take any
action, unless the officer has breached or failed to perform the
duties of his or her office under the articles of incorporation,
these bylaws, or the applicable provisions of law and the breach
or failure to perform constitutes self-dealing, willful
misconduct or recklessness. The provisions of this subsection
shall not apply to the responsibility or liability of an officer
pursuant to any criminal statute or for the payment of taxes
pursuant to local, state or federal law.
Section 5.02. Election, Term of Office and Resignations.
(a) Election and Term of Office. The officers of the
corporation, except those elected by delegated authority pursuant
to Section 5.03, shall be elected annually by the board of
directors, and each such officer shall hold office for a term of
one year and until a successor has been selected and qualified or
until his or her earlier death, resignation or removal.
(b) Resignations. 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.
Section 5.03. Subordinate Officers, Committees and Agents.
The board of directors may from time to time elect such other
officers and appoint such committees, employees or other agents
as the business of the corporation may require, including one or
more assistant secretaries, and one or more assistant treasurers,
each of whom shall hold office for such period, have such
authority, and perform such duties as are provided in these
bylaws, or as the board of directors may from time to time
determine. The board of directors may delegate to any officer or
committee the power to elect subordinate officers and to retain
or appoint employees or other agents, or committees thereof, and
to prescribe the authority and duties of such subordinate
officers, committees, employees or other agents.
Section 5.04. Removal of Officers and Agents. Any officer
or agent of the corporation may be removed by the board of
directors with or without cause. The removal shall be without
prejudice to the contract rights, if any, of any person so
removed. Election or appointment of an officer or agent shall
not of itself create contract rights.
Section 5.05. Vacancies. A vacancy in any office because
of death, resignation, removal, disqualification, or any other
cause, may be filled by the board of directors or by the officer
or committee to which the power to fill such office has been
delegated pursuant to Section 5.03, as the case may be, and if
the office is one for which these bylaws prescribe a term, shall
be filled for the unexpired portion of the term.
Section 5.06. Authority.
(a) General Rule. All 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
may be provided by or pursuant to resolutions or orders of the
board of directors or, in the absence of controlling provisions
in the resolutions or orders of the board of directors, as may be
determined by or pursuant to these bylaws.
(b) Chief Executive Officer. The chairman of the board or
the president, as designated from time to time by the board of
directors, shall be the chief executive officer of the
corporation.
Section 5.07. The Chairman and Vice Chairman of the Board.
The chairman of the board or in the absence of the chairman, the
vice chairman of the board, or in the absence of a chairman or
vice chairman of the Board, a chairman appointed at the meeting,
shall preside at meetings of the shareholders and of the board of
directors, and shall perform such other duties as may from time
to time be requested by the board of directors.
Section 5.08. The President. The president shall have
general supervision over the business and operations of the
corporation, subject however, to the control of the board of
directors and the chairman of the board, if the chairman is not
also the president. The president shall sign, execute, and
acknowledge, in the name of the corporation, deeds, mortgages,
bonds, contracts or other instruments, authorized by the board of
directors, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors,
or by these bylaws, to some other officer or agent of the
corporation; and, in general, shall perform all duties incident
to the office of president and such other duties as from time to
time may be assigned by the board of directors and the chairman
of the board, if the chairman is not also the president.
Section 5.09. The Vice Presidents. The vice presidents
shall perform the duties of the president in the absence of the
president and such other duties as may from time to time be
assigned to them by the board of directors or the president.
Section 5.10. The Secretary. The secretary or an assistant
secretary shall attend all meetings of the shareholders and of
the board of directors and all committees thereof and shall
record all the votes of the shareholders and of the directors and
the minutes of the meetings of the shareholders and of the board
of directors and of committees of the board in a book or books to
be kept for that purpose; shall see that notices are given and
records and reports properly kept and filed by the corporation as
required by law; shall be the custodian of the seal of the
corporation and see that it is affixed to all documents to be
executed on behalf of the corporation under its seal; and, in
general, shall perform all duties incident to the office of
secretary, and such other duties as may from time to time be
assigned by the board of directors or the president.
Section 5.11. The Treasurer. The treasurer or an assistant
treasurer shall have or provide for the custody of the funds or
other property of the corporation; shall collect and receive or
provide for the collection and receipt of moneys earned by or in
any manner due to or received by the corporation; shall deposit
all funds in his or her custody as treasurer in banks or other
places of deposit; shall, whenever so required by the board of
directors, render an account showing all transactions as
treasurer, and the financial condition of the corporation; and,
in general, shall discharge such other duties as may from time to
time be assigned by the board of directors or the president.
Section 5.12. Salaries. The salaries or other compensation
of the officers elected by the board of directors shall be fixed
from time to time by the board of directors or in such manner as
the board of directors shall from time to time provide. The
salaries or other compensation of any other officers, employees
and other agents shall be fixed from time to time by the officer
or committee to which the power to elect such officers or to
retain or appoint such employees or other agents has been
delegated pursuant to Section 5.03. No officer shall be
prevented from receiving such salary or other compensation by
reason of the fact that the officer is also a director of the
corporation.
ARTICLE VI
Certificates of Stock, Transfer, Etc.
Section 6.01. Share Certificates.
(a) Form of Certificates. Certificates for shares of the
corporation shall be in such form as approved by the board of
directors, and shall state that the corporation is incorporated
under the laws of the Commonwealth of Pennsylvania, the name of
the person to whom issued, and the number and class of shares and
the designation of the series (if any) that the certificate
represents. If the corporation is authorized to issue shares of
more than one class or series, certificates for shares of the
corporation shall set forth upon the face or back of the
certificate (or shall state on the face or back of the
certificate that the corporation will furnish to any shareholder
upon request and without charge), a full or summary statement of
the designations, voting rights, preferences, limitations and
special rights of the shares of each class or series authorized
to be issued so far as they have been fixed and determined and
the authority of the board of directors to fix and determine the
designations, voting rights, preferences, limitations and special
rights of the classes and series of shares of the corporation.
(b) Share Register. The share register or transfer books
and blank share certificates shall be kept by the secretary or by
any transfer agent or registrar designated by the board of
directors for that purpose.
Section 6.02. Issuance. The share certificates of the
corporation shall be numbered and registered in the share
register or transfer books of the corporation as they are issued.
They shall be executed in such manner as the board of directors
shall determine.
Section 6.03. Transfer. Transfers of shares shall be made
on the share register or transfer books of the corporation upon
surrender of the certificate therefor, endorsed by the person
named in the certificate or by an attorney lawfully constituted
in writing.
Section 6.04. Record Holder of Shares. The corporation
shall be entitled to treat the person in whose name any share or
shares of the corporation stand on the books of the corporation
as the absolute owner thereof, and shall not be bound to
recognize any equitable or other claim to, or interest in, such
share or shares on the part of any other person.
Section 6.05. Lost, Destroyed or Mutilated Certificates.
The holder of any shares of the corporation shall immediately
notify the corporation of any loss, destruction or mutilation of
the certificate therefor, and the board of directors may, in its
discretion, cause a new certificate or certificates to be issued
to such holder, in case of mutilation of the certificate, upon
the surrender of the mutilated certificate or, in case of loss or
destruction of the certificate, upon satisfactory proof of such
loss or destruction and, if the board of directors shall so
determine, the deposit of a bond in such form and in such sum,
and with such surety or sureties, as it may direct.
ARTICLE VII
Indemnification of Directors, Officers
and Other Authorized Representatives
(The provisions of this Article VII were first adopted by the
shareholders of the corporation effective April 27, 1995.)
Section 7.01. Indemnification of Directors and Officers.
(a) Right to Indemnification. Except as prohibited by law,
every director and officer of the corporation shall be entitled
as of right to be indemnified by the corporation against
reasonable expense and any liability paid or incurred by such
person in connection with any actual or threatened claim, action,
suit or proceeding, civil, criminal, administrative,
investigative or other, whether brought by or in the right of the
corporation or otherwise, in which he or she may be involved, as
a party or otherwise, by reason of such person being or having
been a director or officer of the corporation or by reason of the
fact that such person is or was serving at the request of the
corporation as a director, officer, employee, fiduciary or other
representative of another corporation, partnership, joint
venture, trust, employee benefit plan or other entity (such
claim, action, suit or proceeding hereinafter being referred to
as "action"). Such indemnification shall include the right to
have expenses incurred by such person in connection with an
action paid in advance by the corporation prior to final
disposition of such action, subject to such conditions as may be
prescribed by law. Persons who are not directors or officers of
the corporation may be similarly indemnified in respect of
service to the corporation or to another such entity at the
request of the corporation to the extent the board of directors
at any time denominates such person as entitled to the benefits
of this Section 7.01. As used herein, "expense" shall include
fees and expenses of counsel selected by such person; and
"liability" shall include amounts of judgments, excise taxes,
fines and penalties, and amounts paid in settlement.
(b) Right of Claimant to Bring Suit. If a claim under
paragraph (a) of this Section 7.01 is not paid in full by the
corporation within thirty days after a written claim 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, the claimant shall also be entitled to be paid the expense
of prosecuting such claim. It shall be a defense to any such
action that the conduct of the claimant was such that under
Pennsylvania law the corporation would be prohibited from
indemnifying the claimant for the amount claimed, but the burden
of proving such defense shall be on the corporation. Neither the
failure of the corporation (including its board of directors,
independent legal counsel and its shareholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because the conduct of the claimant was not such that
indemnification would be prohibited by law, nor an actual
determination by the corporation (including its board of
directors, independent legal counsel or its shareholders) that
the conduct of the claimant was such that indemnification would
be prohibited by law, shall be a defense to the action or create
a presumption that the conduct of the claimant was such that
indemnification would be prohibited by law.
(c) Insurance and Funding. The corporation may purchase
and maintain insurance to protect itself and any person eligible
to be indemnified hereunder against any liability or expense
asserted or incurred by such person in connection with any
action, whether or not the corporation would have the power to
indemnify such person against such liability or expense by law or
under the provisions of this Section 7.01. The corporation may
create a trust fund, grant a security interest, cause a letter of
credit to be issued or use other means (whether or not similar to
the foregoing) to ensure the payment of such sums as may become
necessary to effect indemnification as provided herein.
(d) Non-Exclusivity; Nature and Extent of Rights. The
right of indemnification provided for herein (1) shall not be
deemed exclusive of any other rights, whether now existing or
hereafter created, to which those seeking indemnification
hereunder may be entitled under any agreement, bylaw or charter
provision, vote of shareholders or directors or otherwise, (2)
shall be deemed to create contractual rights in favor of persons
entitled to indemnification hereunder, (3) shall continue as to
persons who have ceased to have the status pursuant to which they
were entitled or were denominated as entitled to indemnification
hereunder and shall inure to the benefit of the heirs and legal
representatives of persons entitled to indemnification hereunder
and (4) shall be applicable to actions, suits or proceedings
commenced after the adoption hereof, whether arising from acts or
omissions occurring before or after the adoption hereof. The
right of indemnification provided for herein may not be amended,
modified or repealed so as to limit in any way the
indemnification provided for herein with respect to any acts or
omissions occurring prior to the effective date of any such
amendment, modification or repeal.
Section 7.02. Indemnification of Persons Not Indemnified
Under Section 7.01.
(a) The provisions of this Section 7.02 are applicable only
to employees and other authorized representatives of the
corporation who are not entitled to the benefits of Section 7.01
pursuant to either the terms of Section 7.01 or a resolution of
the board of directors of the corporation.
(b) Employees; Third Party Actions. The corporation shall
indemnify any employee of the corporation 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 such
person is or was an authorized representative of the corporation
(which, for the purposes of this Section 7.02, shall mean an
employee or agent of the corporation, or a person who is or was
serving at the request of the corporation as a director, officer,
employee, fiduciary or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise)
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding
if such person acted in good faith and in a manner such person
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 or
her 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 that person 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 or her conduct was unlawful.
(c) Employees; Derivative Actions. The corporation shall
indemnify any employee of the corporation 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 such
person is or was an authorized representative of the corporation,
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in,
or not opposed to, the best interests of the corporation and
except that no indemnification shall be made 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 or her 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.
(d) Other Authorized Representatives. To the extent that
an authorized representative of the corporation who is not an
employee of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections (b) and (c) of this Section 7.02 or in defense
of any claim, issue or matter therein, such person shall be
indemnified by the corporation against expenses (including
attorneys' fees) actually and reasonably incurred by such person
in connection therewith. Such an authorized representative may,
at the discretion of the corporation, be indemnified by the
corporation in any other circumstances and to any extent if the
corporation would be required by subsections (b) and (c) of this
Section 7.02 to indemnify such person in such circumstances and
to such extent if such person were or had been an employee of the
corporation.
(e) Procedure for Effecting Indemnification.
Indemnification under subsections (b), (c) or (d) of this Section
7.02 shall be made when ordered by a court (in which case the
expenses, including attorneys' fees, of the authorized
representative in enforcing such right of indemnification shall
be added to and be included in the final judgment against the
corporation) or shall be made upon a determination that
indemnification of the authorized representative is required or
proper in the circumstances because such person has met the
applicable standard of conduct set forth in subsections (b) and
(c) of this Section 7.02. 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 majority vote of a quorum of disinterested
directors so direct, by independent legal counsel in a written
opinion, or
(3) by the shareholders.
(f) Advancing Expenses. Expenses (including attorneys'
fees) incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the corporation in advance of the
final disposition of such action, suit or proceeding, upon
receipt of an undertaking by or on behalf of an employee to repay
such amount unless it shall ultimately be determined that such
person is entitled to be indemnified by the corporation as
required in this Section 7.02 or as authorized by law and may be
paid by the corporation in advance on behalf of any other
authorized representative when authorized by the board of
directors upon receipt of a similar undertaking.
(g) Non-Exclusivity; Nature and Extent of Rights. Each
person who shall act as an authorized representative of the
corporation and who is not entitled to the benefits of Section
7.01, shall be deemed to be doing so in reliance upon such rights
of indemnification as are provided in this Section 7.02.
The indemnification provided by this Section 7.02 shall not
be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any agreement, vote of
shareholders or disinterested directors, statute or otherwise,
both as to action in his or her official capacity and as to
action in another capacity while holding such office or position,
and shall continue as to a person who has ceased to be an
authorized representative of the corporation and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
ARTICLE VIII
Miscellaneous
Section 8.01. Corporate Seal. The corporation shall have a
corporate seal in the form of a circle containing the name of the
corporation, the year of incorporation and such other details as
may be approved by the board of directors. The affixation of the
corporate seal shall not be necessary to the valid execution,
assignment or endorsement by the corporation of any instrument or
other document.
Section 8.02. Checks. All checks, notes, bills of exchange
or other similar orders in writing shall be signed by such one or
more officers or employees of the corporation as the board of
directors may from time to time designate.
Section 8.03. Contracts. Except as otherwise provided in
the Business Corporation Law in the case of transactions that
require action by the shareholders, the board of directors may
authorize any officer or agent to enter into any contract or to
execute or deliver any instrument on behalf of the corporation,
and such authority may be general or confined to specific
instances.
Section 8.04. Interested Directors or Officers; Quorum.
(a) General Rule. A contract or transaction between the
corporation and one or more of its directors or officers or
between the corporation and another corporation, partnership,
joint venture, trust or other enterprise in which one or more of
its 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 director or officer is
present at or participates in the meeting of the board of
directors that authorizes the contract or transaction, or solely
because his, her or their votes are counted for that purpose, if:
(1) 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 the affirmative votes of a majority of the
disinterested directors even though the disinterested directors
are less than a quorum;
(2) the material facts as to his or her 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
(3) the contract or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified
by the board of directors or the shareholders.
(b) Quorum. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the board
which authorizes a contract or transaction specified in
subsection (a).
Section 8.05. Deposits. All funds of the corporation shall
be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the board
of directors may approve or designate, and all such funds shall
be withdrawn only upon checks signed by such one or more officers
or employees of the corporation as the board of directors shall
from time to time designate.
Section 8.06. Corporate Records.
(a) Required Records. The corporation shall keep complete
and accurate books and records of account, minutes of the
proceedings of the incorporators, shareholders and directors and
a share register giving the names and addresses of all
shareholders and the number and class of shares held by each.
The share register shall be kept at either the registered office
of the corporation in the Commonwealth of Pennsylvania or at its
principal place of business wherever situated or at the office of
its registrar or transfer agent. Any books, minutes or other
records may be in written form or any other form capable of being
converted into written form within a reasonable time.
(b) Right of Inspection. Every shareholder 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 the Commonwealth of
Pennsylvania or at its principal place of business wherever
situated.
Section 8.07. Amendment of Bylaws. These bylaws may be
amended or repealed, or new bylaws may be adopted, by the
shareholders and by the board of directors of the corporation in
the manner provided in Article X of the articles. Any change in
these bylaws shall take effect when adopted unless otherwise
provided in the resolution effecting the change. See Section
2.03(b) (relating to notice of action by shareholders on bylaws).