Exhibit 3(ii)
Sunoco, Inc.
Bylaws
(Amended and Restated as of March 7, 2002)
Table of Contents
Article I Page
Directors
Section 1 - Membership 1
Section 2 - Vacancies 1
Section 3 - Emergency Board 1
Section 4 - Liability of Directors 2
Section 5 - Nomination of Directors 2
Article II
Meetings of the Board of Directors
Section 1 - Place 3
Section 2 - Annual & Regular Meetings 3
Section 3 - Special Meetings 3
Section 4 - Notice 3
Section 5 - Waiver of Notice 3
Section 6 - Notice of Adjourned Meeting 3
Section 7 - Quorum 4
Section 8 - Consent Action 4
Article III
Committees
Section 1 - Executive Committee 4
Section 2 - Notice 4
Section 3 - Special Committees 4
Section 4 - Relationship to Board 4
Section 5 - Quorum 5
Section 6 - Vacancies 5
Article IV
Officers
Section 1 - Designation 5
Section 2 - Authority 5
Section 3 - Chairman of the Board 6
Section 4 - Vice Chairman of the Board 6
Section 5 - President 6
Section 6 - Executive Vice Presidents 6
Section 7 - Vice Presidents 6
Section 8 - Secretary 6
Section 9 - Treasurer 6
Section 10 - Comptroller 7
Section 11 - General Auditor 7
Section 12 - Assistant Officers 7
Article V
Meetings of Shareholders
Section 1 - Annual Meetings 7
Section 2 - Special Meetings 7
Section 3 - Notice 8
Section 4.a - Quorum 8
Section 4.b - Quorum at Shareholder-
called Special Meeting 8
Section 4.c - No Waiver of Quorum 8
Section 5 - Voting 9
Section 6 - Adjournment 9
Section 7 - Proxies 9
Section 8 - Shareholders List 9
Section 9 - Record Date 10
Section 10 - Certification by Nominee 10
Section 11 - Judge of Election 10
Section 12 - Prior Notice of Shareholder Proposals 11
Article VI
Stock Certificates
Section 1 - Description 11
Section 2 - Transfers 12
Section 3 - Registered Shareholders 12
Section 4 - Lost Certificates 12
Section 5 - Dividends 12
Section 6 - Uncertificated Stock 12
Article VII
Indemnification
Section 1 - General 12
Section 2 - Agreements for Indemnification and Funding 13
Section 3 - Expenses 13
Section 4 - Disputes 13
Article VIII
General Provisions
Section 1 - Voting Shares of Other Corporations 13
Section 2 - Seal 14
Section 3 - Inapplicability of Certain Sections of
the Pennsylvania Business Corporation Law 14
Section 4 - Amendments 14
Sunoco, Inc.
Bylaws
Article I: Directors
Membership
Section 1. The business and affairs of the Corporation shall be managed
by a Board of Directors consisting of the number of Directors as may from time
to time be determined by the Board, except that it shall not consist of less
than five members. Except as hereinafter provided in the case of vacancies,
Directors shall be elected by ballot at the annual meeting of shareholders and
shall hold office for one year and until successors are duly elected and
qualified, or until earlier resignation or removal. Directors need not be
residents of the state of the Commonwealth of Pennsylvania.
Vacancies
Section 2. A majority of the incumbent members of the Board of
Directors, though such majority be less than a quorum, shall have the exclusive
authority to fill vacancies in the Board of Directors. If the number of
Directors is at any time increased, the incumbent Directors may by majority vote
elect any additional Director. Such newly elected Director shall hold office
until the next annual meeting of the shareholders and until a successor is
elected and qualified, or until earlier resignation or removal.
Emergency Board
Section 3. In the event of any emergency by reason of nuclear attack or
other attacks by enemy forces upon the North American Continent, there shall be
constituted without further action or authority an Emergency Board of Directors.
In the event of an emergency by reason of physical disasters of national or
greater scope, an attack upon the United States outside the North American
Continent, or an imminent threat of an attack or physical disaster of national
or greater scope upon the North American Continent, there shall be constituted
an Emergency Board of Directors by declaration of the Chairman of the Board of
Directors. The Emergency Board shall consist of at least three members from the
regular Board of Directors or from officers of the Corporation or its
subsidiaries who are not members of the regular Board of Directors but who have
been designated as alternate members of the Emergency Board. The Emergency Board
may exercise all of the powers of the regular Board of Directors in the
management of the business, affairs and property of the Corporation during the
emergency and until such time as the regular Board of Directors shall resume the
exercise of its powers.
The original members of the Emergency Board shall be the Chairman, the
President and the Executive Vice Presidents who are members of the Board of
Directors, provided however, that any vacancy existing because of the
unavailability of any two of the foregoing persons shall be filled by the
alternate members. The Chairman of the Board shall serve as Chairman of any
meeting of the Emergency Board or, in the event of his unavailability for any
reason, the President or an Executive Vice President, in order designated by the
Chairman of the Board, shall serve in this capacity. In the event of the
unavailability for any reason of all of the foregoing persons, an alternate
member shall serve as Chairman at any meeting of the Emergency Board in the
order previously designated for membership by resolution of the regular Board of
Directors.
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Meetings may be called by any member of the Emergency Board. Two
members shall constitute a quorum for the transaction of business and the act of
any two members present at a meeting shall be the act of the Emergency Board.
Meetings may be held by any means of communication and Directors shall be deemed
present if they are in communication with other directors by any means. Notice
of meetings may be given at any time and in any manner, provided that a
reasonable effort shall be made to give actual notice to each member of the
Emergency Board.
To the extent not inconsistent with this Section 3 of Article I, the
Bylaws in their entirety shall remain in effect during any such emergency. No
officer, Director or employee acting in good faith in accordance with this
Section 3 of Article I or any resolutions made pursuant hereto, shall be liable
for his conduct unless it is willful misconduct.
Liability of Directors
Section 4. A Director of the Corporation shall not be personally liable
for monetary damages, as such, for any action taken or any failure to take any
action, unless (1) he has breached the duties of his office or has failed to
perform his duties as a Director in good faith, in a manner he reasonably
believed to be in the best interest of the Corporation and with such care,
including reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances; and (2) the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness.
Nomination of Directors
Section 5. Nominations for election to the Board of Directors may be
made by shareholders entitled to vote for the election of Directors only in the
manner specified in this Section. Shareholders may submit nominations for
consideration by a committee appointed by the Board of Directors for that
purpose. A nomination proposed to be made at an annual meeting shall be
submitted in writing to the Secretary of the Corporation no later than the
December 31 prior to the annual meeting at which such nomination is intended to
be considered. Nominations may be made at any meeting of shareholders called for
the purpose of election of Directors other than an annual meeting only upon
written notice of the shareholder's intent to make such nominations at the
meeting delivered to the Secretary of the Corporation at least sixty (60) days
prior to the date of such meeting; provided, however, that if the date of such
meeting is first publicly announced or disclosed (in a public filing or
otherwise) less than seventy (70) days prior to the date of such meeting, such
prior notice shall be given not more than ten (10) days after such date is first
so announced or disclosed. Such nominations and written notice of any
nominations by shareholders under this section shall contain the following
information:
(a) name, residence and business address of the nominating shareholder;
(b) a representation that the shareholder is a record holder or beneficial
owner of the Corporation's voting shares and a statement of the number of such
shares;
(c) a representation that the shareholder intends to appear in person or by
proxy at the meeting to nominate the individuals specified in the notice, if the
nominations are to be made at a meeting of shareholders;
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(d) information regarding each nominee such as would be required to be
included in a proxy statement;
(e) a description of all arrangements or understandings between and among
the shareholder and each and every nominee; and
(f) the written consent of each nominee to serve as a Director, if elected.
The judge of election or the person presiding at the meeting, in the absence of
the judge of election, shall determine whether any nomination is made according
to these procedures and should be accepted. Such decision shall be deemed
conclusive and binding on all shareholders of the Corporation.
Article II: Meetings of the Board of Directors
Place
Section 1. Meetings of the Board of Directors, regular or special may
be held either within or without the Commonwealth of Pennsylvania.
Annual & Regular Meetings
Section 2. As soon as practicable following their election at the
annual meeting of the shareholders, the Directors shall meet for the purpose of
organization. Regular meetings of the Board of Directors thereafter may be held
at such times and at such places as the Board may by resolution determine.
Special Meetings
Section 3. Special meetings of the Board of Directors may be called at
any time by the Chairman of the Board of Directors, the Vice Chairman, the
President, an Executive Vice President who is a member of the Board of
Directors, or upon the written request of a majority of the Directors.
Notice
Section 4. No notice shall be required of the meeting of the Board of
Directors for the purpose of organization or for the regular meetings fixed as
aforesaid, but at least forty-eight hours notice shall be given by mail or
telegram of all special meetings of the Directors specifying the place, day and
hour of the meeting. Neither the business to be transacted nor the purpose of
any regular or special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting. This notice may be waived by a
Director in writing either before or after the meeting.
Waiver of Notice
Section 5. The attendance of a Director at any meeting shall constitute
a waiver of notice of such meeting except where a Director attends for the
express purpose of objecting to the transaction of any business because the
meeting has not been lawfully called or convened.
Notice of Adjourned Meeting
Section 6. Notice of an adjourned meeting of the Board of Directors
need not be given if the time and place are fixed at the meeting adjourning.
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Quorum
Section 7. At all meetings of the Board of Directors, a majority of the
Directors in office shall constitute a quorum for the transaction of business.
The act of a majority of the Directors present at any meeting at which a quorum
is present shall be the act of the Board of Directors, unless the act of a
greater or lesser number is required by statute or the Articles of
Incorporation. The majority of Directors present, though less than a quorum, may
adjourn any meeting from time to time.
Consent Action
Section 8. Any action required to be taken at a meeting of the Board or
any committee thereof shall be deemed the action of the Board of Directors or of
a committee thereof if all the Directors or committee members, as the case may
be, execute, either before or after the action is taken, a written consent
thereto, and the consent is filed with the records of the Corporation.
Article III: Committees
Executive Committee
Section 1. The Board of Directors shall designate an Executive
Committee consisting of such number of members as may be determined from time to
time to serve at the pleasure of the Board who shall be elected from the members
of the Board by a majority of the whole Board. The Committee shall elect a
Chairman from among its members. To the extent permitted by Pennsylvania law,
the Executive Committee may exercise all or any of the powers of the Board of
Directors in the management of the business, affairs and property of the
Corporation during the interval between meetings of the Board; provided however,
that no action shall be taken by the Executive Committee if any member of such
Committee has voted in opposition thereto.
Notice
Section 2. The Executive Committee need not hold its meetings at any
particular time or place, but such meetings shall be held upon reasonable notice
to members of the Committee.
Special Committees
Section 3. The Board of Directors may appoint such other standing or
special committees, and officers therefor, as it may deem proper, and, to the
extent permitted by Pennsylvania law, may delegate to such committees any of the
powers possessed by the Board which may be required by such committees in
carrying out the purposes for which they are appointed. Each of such committees
shall have at least three members. Membership on the Board of Directors shall
not be prerequisite to membership on such committees.
Relationship to Board
Section 4. Committees shall be responsible to the full Board of
Directors and shall report upon the exercise of their powers and duties at each
regular meeting of the Board of Directors, or when called upon by the Board.
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Quorum
Section 5. A majority of any committee shall constitute a quorum for
the transaction of business, and shall be required to constitute the act of the
committee.
Vacancies
Section 6. The Board of Directors may fill vacancies in any committee,
and may appoint one or more alternate members of a committee who shall have the
power to act in the absence or disability of a member of such committee. The
Board of Directors may abolish any committee at its pleasure, and may remove a
committee member from membership on a committee at any time, with or without
cause.
Article IV: Officers
Designation
Section 1. The officers of the Corporation shall be chosen by the Board
of Directors at its organization meeting and shall include a Chairman of the
Board of Directors, a President, one or more Executive Vice Presidents, one or
more Vice Presidents, any of whom at the pleasure of the Board may be designated
Senior Vice President or Group Vice President, a Secretary, a Treasurer, a
Comptroller, and a General Auditor, all of who shall be the principal officers
of the Corporation and may include one or more Vice Chairmen of the Board who
would be principal officers, and such other officers and assistant officers as
the Board of Directors may from time to time determine. Any number of offices
may be held by the same person, but no officer shall execute, acknowledge or
verify any instrument in more than one capacity if such instrument is required
by law to be executed, acknowledged or verified by two or more officers. Of the
officers so chosen by the Board of Directors, the Chairman of the Board of
Directors, the Vice Chairmen of the Board of Directors, and the President shall
be chosen from among the Directors. All officers of the Corporation shall hold
their offices at the pleasure of the Board of Directors.
Authority
Section 2. Notwithstanding the legal authority conferred by these
Bylaws upon the officers named herein, the Board of Directors may by resolution
establish such positions of authority, supervision and responsibility as in the
judgment of the Board may be necessary or appropriate for the internal
administration of the affairs of the Corporation. The performance of any duty by
any officer shall be conclusive evidence of his authority to act, including the
delegation of any of his powers to other officers or employees under his
direction. The Board of Directors may designate either the Chairman of the Board
or the President as the Chief Executive Officer or the Chief Operating Officer
of the Corporation.
The Chief Executive Officer shall have general supervision of the
affairs of the Corporation, subject to the policies and direction of the Board
of Directors, and shall supervise and direct all officers and employees of the
Corporation, but may delegate in his discretion any of his powers to any officer
or such other executives as he may designate.
The Chief Operating Officer shall have general supervision and
direction of all operating officers and employees of the Corporation but may
delegate in his discretion any of his powers to any Vice President or such other
executives as he may designate.
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Chairman of the Board
Section 3. The Chairman of the Board of Directors shall preside at all
meetings of the shareholders and of the Board of Directors. He shall ex-officio
be a member of all committees of the Board of Directors except as otherwise
determined by the Board. He shall also perform such other duties as the Board of
Directors may from time to time assign to him.
Vice Chairman of the Board
Section 4. The Vice Chairman of the Board of Directors shall perform
such duties as the Board of Directors or the Chairman may from time to time
assign to them.
President
Section 5. The President shall perform such duties as the Board of
Directors or the Chairman may from time to time assign to him.
Executive Vice Presidents
Section 6. The Executive Vice Presidents shall perform such duties as
shall, from time to time, be imposed upon them by the Chairman or the President.
Vice Presidents
Section 7. The Vice Presidents shall perform such duties and shall be
responsible to such officers of the Corporation as the Chairman, President or an
Executive Vice President may direct.
Secretary
Section 8. The Secretary shall keep the minutes of all meetings of the
shareholders, the Board of Directors, all committees of the Board except as
otherwise designated by the Board and shall give all notices of meetings of the
shareholders, the Board of Directors, and any committees of the Board for which
he serves as Secretary. He shall have control of the custody of all deeds,
contracts, agreements, and other corporate records, except as otherwise provided
in these Bylaws or by the Board of Directors, and shall attend to such
correspondence of the Corporation as the Chairman shall direct. He shall be the
custodian of the seal of the Corporation and shall affix it to any instrument
requiring the same, except as otherwise provided herein or by the Board of
Directors. He shall be responsible to such officer or officers of the
Corporation as the Chairman may designate.
Treasurer
Section 9. The Treasurer shall be responsible for all receipts and
disbursements of the Corporation and the custodianship of the Corporation's
funds. He shall have full authority, directly or by his delegation to selected
officers or other employees, to receive and give receipts for all moneys due and
payable to the Corporation from any source whatever, and to endorse checks,
drafts, and warrants in its name and on its behalf. He shall be responsible for
depositing the funds of the Corporation in its name in such depositories as may
be designated by him; shall sign or delegate the signing of all checks, notes
and drafts and shall be charged with the general establishment of the
Corporation's policies and procedures relating to short-term financing, cash
management, credits and collections and insurance.
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Comptroller
Section 10. The Comptroller shall be the chief accounting officer of
the Corporation and shall arrange for the keeping of adequate records of all
assets, liabilities and transactions of the Corporation.
General Auditor
Section 11. The General Auditor shall be chief control officer of the
Corporation and shall be responsible for the establishment of internal controls.
He shall see that adequate audits are currently and regularly made.
Assistant Officers
Section 12. Assistant officers shall perform such duties as their
immediate principal officers may from time to time direct or delegate, and,
during the absence of said principal officers, shall perform all the duties of
said principal officers.
Article V: Meetings of Shareholders
Annual Meetings
Section 1. The annual meeting of the shareholders for the election of
Directors for the ensuing year and for the transaction of such other business as
may be properly brought before the meeting shall be held each year on such day
and at such time and place, either within or without Pennsylvania, as shall be
determined in advance by the Board of Directors.
Special Meetings
Section 2. Special meetings of the shareholders may be called at any
time by the Chairman of the Board of Directors or by the order of the Board of
Directors. Special meetings of the shareholders may also be called by any
shareholder entitled to call such a meeting pursuant to, and in compliance with,
the provisions of Article TENTH of the Articles of Incorporation of the
Corporation. A shareholder wishing to call a special meeting of the shareholders
of the Corporation shall give written notice to the Secretary of the Corporation
which shall (a) certify that such shareholder is the record owner of at least
ten percent (10%) of the outstanding shares of the Corporation's Voting Stock,
(b) contain such shareholder's undertaking to continue to hold, at all times
from the date of such notice until the final adjournment of such special
meeting, at least ten percent of the outstanding shares of the Corporation's
Voting Stock, (c) specify the proposal or proposals such shareholder desires to
have submitted for shareholder action at such special meeting, and (d) include
all other material and information required to be submitted or provided pursuant
to law, the Corporation's Articles of Incorporation and these Bylaws, including,
without limitation, Article I, Section 5 hereof, if applicable, given the nature
of such shareholder's proposal or proposals.
The Secretary of the Corporation promptly shall transmit such notice to
the Board of Directors which shall, within sixty days following the date on
which such notice is received by the Secretary, determine the sufficiency of the
notice and whether any one or more of the shareholder's proposals constitutes a
"Proper Matter for Shareholder Consideration" as set forth herein. A
shareholder's proposal shall be deemed a "Proper Matter for Shareholder
Consideration" unless, pursuant to Rule 14a-8(c) promulgated under the
Securities Exchange Act of 1934, as amended (or any similar or successor rule or
regulation), the Corporation would be entitled to omit such proposal from its
proxy statement for an annual meeting of shareholders had such proposal been
timely submitted to the Corporation for consideration at
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such annual meeting of shareholders in accordance with Rule 14a-8. No special
meeting of shareholders shall be held at the call of a shareholder unless there
has been a determination by the Board of Directors that (i) the notice submitted
by the shareholder complies with the requirements of this Section, and (ii) at
least one of the proposals of such shareholder is a Proper Matter for
Shareholder Consideration; provided, however, that only proposals submitted by
the calling shareholder which are determined to be Proper Matters for
Shareholder Consideration shall be considered at such special meeting of
shareholders. Notwithstanding the foregoing, nothing herein shall prohibit the
Board of Directors from submitting matters to the shareholders at any special
meeting of shareholders including, without limitation, a special meeting of
shareholders called by a shareholder.
A shareholder calling a special meeting of shareholders shall reimburse
the Corporation for all costs incurred by it in connection with such special
meeting of shareholders including, without limitation, the costs of preparing
and disseminating a proxy statement or information statement in connection with,
and soliciting proxies to be voted at, such special meeting of shareholders. A
special meeting of shareholders of the Corporation called by a shareholder in
accordance with Article Tenth of the Articles of Incorporation shall be held at
such date, time and place as is determined by the Board of Directors of the
Corporation, which date shall be not later than ninety days after the date on
which the Board of Directors shall have determined that the shareholder has duly
called such meeting by giving proper written notice to the Secretary of the
Corporation and has otherwise complied with applicable law and the Articles of
Incorporation and Bylaws of the Corporation.
Notice
Section 3. Unless waived, written notice of the time, place and purpose
of every meeting of the shareholders shall be given by the Secretary not less
than five nor more than ninety days before the date of the meeting either
personally or by sending a copy of such notice by mail, e-mail or other
electronic transmission, to each shareholder of record entitled to vote at such
meeting.
Quorum
Section 4.a. Unless otherwise provided in the Articles of
Incorporation, by statute or these Bylaws, at all meetings of shareholders, the
presence in person or by proxy, of shareholders entitled to cast a majority of
the votes which all shareholders are entitled to cast at the meeting shall
constitute a quorum for the transaction of business.
Quorum at Shareholder-called Special Meeting
Section 4.b. At any special meeting of shareholders called by a
shareholder pursuant to Article Tenth of the Corporation's Articles of
Incorporation, the presence, in person or by proxy, of shareholders entitled to
cast at least sixty-six and two thirds percent (66 2/3%) of the votes which all
shareholders are entitled to cast shall constitute a quorum for the transaction
of business.
No Waiver of Quorum
Section 4.c. Section 1756(b) of the BCL (and any successor provision of
similar import) shall not be applicable with respect to any special meeting of
shareholders called by a shareholder pursuant to Article Tenth of the
Corporation's Articles of Incorporation, or to any adjournment thereof. If a
special meeting of shareholders called by a shareholder pursuant to Article
Tenth of the Corporation's Articles of Incorporation cannot be organized for
lack of a
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quorum under Section 4.b of these Bylaws, such special meeting shall be deemed
finally adjourned without the taking of any shareholder action.
Voting
Section 5. When a quorum is present at any meeting of the shareholders,
the shareholders entitled to vote and casting a majority of the votes at the
meeting shall decide any question brought before such meeting, unless the
question is one which, by express provision of law, the Articles of
Incorporation, or these Bylaws, requires a different vote, in which case such
express provision shall govern and control the decision of such question. The
shareholders present in person or by proxy at any duly organized meeting may
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.
Adjournment
Section 6. The holders of shares entitled to cast a majority of the
votes present or represented at any meeting may adjourn the meeting from time to
time, though such majority constitutes less than a quorum. When a meeting is
adjourned to another time or place, it shall not be necessary to give notice of
the adjourned meeting if the time and place to which the meeting is adjourned
are announced at the meeting adjourning and at the adjourned meeting only such
business is transacted as might have been transacted at the original meeting.
Proxies
Section 7. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy. Every proxy shall be executed
or authenticated by the shareholder or by his duly authorized attorney-in-fact,
and filed with, or transmitted to, the Secretary of the Corporation or its
designated agent. A shareholder, or his duly authorized attorney-in-fact, may
execute or authenticate a writing or transmit an electronic message authorizing
another person to act for him by proxy. A telegram, telex, cablegram, datagram,
e-mail, internet communication or other means of electronic 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, will be
treated as properly executed or authenticated for purposes of this section if it
sets forth or utilizes 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. No proxy shall be valid after eleven months
from the date of its execution, authentication or transmission, unless a longer
time is expressly provided therein. Unless it is coupled with an interest, a
proxy shall be revocable, notwithstanding any other agreement or any provision
in the proxy to the contrary. Revocation of a proxy shall not be effective until
notice thereof has been given to the Secretary of the Corporation or its
designated agent in writing or by electronic transmission. A proxy shall not be
revoked by the death or incapacity of the shareholder but shall continue in
force until revoked by the personal representative or guardian of the
shareholder. The presence at any meeting of a shareholder who has given a proxy
shall not revoke such proxy unless the shareholder shall give notice of such
revocation in writing, or by electronic transmission, to the Secretary of the
meeting prior to the voting of such proxy.
Shareholders List
Section 8. The officer or agent having charge of the stock transfer
books for shares of the Corporation shall make and certify a complete list of
the shareholders entitled to vote at a shareholders' meeting or any adjournment
thereof. Such list shall be arranged alphabetically
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within class and series, with the address of and the number of shares held by
each shareholder. The information contained in such list shall be made available
to the shareholders by appropriate means at the time and place of the meeting of
shareholders.
Record Date
Section 9. For the purpose of determining the shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof,
or to express consent to or dissent from any proposal without a meeting, or for
the purpose of determining shareholders entitled to receive payment of any
dividend or allotment of any right, or for the purpose of any other action, the
Board of Directors may fix, in advance, a record date for any such determination
of shareholders. Such date shall not be more than ninety days before the date of
such meeting nor more than ninety days prior to any other action. 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 allotments of rights or to exercise
such rights, as the case may be, notwithstanding transfer of any shares on the
books of the Corporation after any record date so fixed. When the determination
of shareholders of record entitled to notice of or to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board fixes a new record date under
this section for the adjourned meeting.
Certification by Nominee
Section 10. The nominee shareholder of record of a shareholder dividend
reinvestment plan or of an employee benefit plan may certify in writing to the
Corporation that all or a portion of the shares of the Corporation registered in
the name of such nominee are held for the account of a specified person or
persons. Such certification shall be received by the Corporation no later than
15 days after the record date for each special or annual meeting of
shareholders. The certification shall be in the form specified by the
Corporation and shall include such information as the name, address and number
of shares of the beneficial owners, taxpayer identification number, and any
other information that the Corporation may deem necessary. Upon receipt by the
Corporation of such certification, the person or persons specified in the
certification shall be deemed, for the purposes of notice of and voting at the
meeting of shareholders, to be the holders of record of the number of shares
specified, in place of the nominee shareholder of record.
Judge of Election
Section 11. In advance of any meeting of shareholders the Board may
appoint one or three judges of election to act at the meeting or any adjournment
thereof. If such judges are not so provided by the Board or shall fail to
qualify, the person presiding at a shareholder meeting may, and on the request
of any shareholder entitled to vote thereat shall, make such appointment. In
case any person appointed as judge of election fails to appear or act, the
vacancy may be filled by appointment made by the Board in advance of the meeting
or at the meeting by the person presiding thereat. Each judge of election,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of judge of election at such meeting with
strict impartiality and according to the best of his ability. No person shall be
elected a Director at a meeting at which he has served as a judge of election.
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Prior Notice of Shareholder Proposals
Section 12. At any annual or special meeting of shareholders, proposals
by shareholders (other than proposals of a shareholder calling a special meeting
of shareholders pursuant to Article Tenth of the Corporation's Articles of
Incorporation) shall be considered only if (a) such proposal is a "Proper Matter
for Shareholder Consideration" as set forth herein, and (b) prior notice thereof
has been timely given as provided herein. A shareholder's proposal shall be
deemed a "Proper Matter for Shareholder Consideration" unless, pursuant to Rule
14a-8(c) promulgated under the Securities Exchange Act of 1934, as amended (or
any similar or successor rule or regulation), the Corporation would be entitled
to omit such proposal from its proxy statement for an annual meeting of
shareholders had such proposal been timely submitted to the Corporation for
consideration at such annual meeting of shareholders in accordance with Rule
14a-8.
Notice of any proposal to be presented by any shareholder (outside the
solicitation of proxies pursuant to the rules and regulations of the Securities
and Exchange Commission) at an annual meeting of shareholders shall be delivered
in writing to the Secretary of the Corporation not later than December 31 prior
to the annual meeting of shareholders at which such proposal is to be presented.
Notice of any proposal to be presented by any shareholder at any special meeting
of shareholders shall be delivered in writing to the Secretary of the
Corporation not less than sixty (60) days prior to the date of such special
meeting; provided, however, that if the date of such special meeting is first
publicly announced or disclosed (in a public filing or otherwise) less than
seventy (70) days prior to the date of such special meeting, such prior notice
shall be given not more than ten (10) days after such date is first so announced
or disclosed. Notice of any such proposal to be presented at any shareholders
meeting shall include: the text of the proposal to be presented, a brief written
statement of the reasons for such shareholder's support of the proposal, the
name and address of record of the proposing shareholder, the number and class of
all shares of each class of stock of the Corporation beneficially owned by such
shareholder, a representation that the shareholder is the holder of Voting Stock
of the Corporation, is entitled to vote at such meeting and intends to appear in
person or by proxy to present the proposal at such meeting. It shall also
describe, in detail, any material interest of such shareholder in the proposal.
If the Board of Directors, after affording the shareholder a reasonable
opportunity to cure any deficiency which the Board of Directors identifies in
the original notice, determines that notice of a proposal was not effected in
accordance with the foregoing procedure, then such proposal shall not be
eligible for consideration at the meeting and such determination shall be
conclusive and binding upon the Corporation and its shareholders.
Article VI: Stock Certificates
Description
Section 1. Certificates evidencing the ownership of the shares of stock
of the Corporation of any class shall be issued to those entitled to them by
transfer or otherwise. Each certificate shall bear a distinguishing number, the
actual or facsimile signatures of the Chairman of the Board and of the
Secretary, the actual or facsimile seal of the Corporation, and such recitals as
may be required by law. The stock certificates in any class or classes shall be
issued in numerical order, and a full record of the issuance of each such
certificate shall be made in the books usually kept for that purpose or required
by law. The certificates shall be of
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such form and design as the Board of Directors may adopt and the form and design
thereof may from time to time be changed by the Board.
Transfers
Section 2. All shares of stock may be transferred on the books of the
Corporation by the registered holders thereof or by their attorneys legally
constituted or their legal representatives by surrender of the certificates
therefor for cancellation and a written assignment of the shares evidenced
thereby. The Board of Directors may from time to time appoint such transfer
Agents and Registrars of stock as it may deem advisable and may define their
powers and duties.
Registered Shareholders
Section 3. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold such person liable for calls
and assessments and shall not be bound to recognize any equitable or other claim
to or interest in such shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise provided by the
laws of Pennsylvania.
Lost Certificates
Section 4. Any person or persons applying for a certificate of stock to
be issued in lieu of one alleged to be lost or destroyed shall, pursuant to the
laws of Pennsylvania relating to lost or destroyed certificates of stock,
furnish to the Corporation such information as the Board of Directors may
require to ascertain whether a certificate of stock has been lost or destroyed.
Dividends
Section 5. If any date appointed for the payment of any dividend, or
fixed for determining the shareholders of record to whom the same is payable,
shall in any year fall upon a Sunday or legal holiday, then such dividend shall
be payable or such shareholders of record shall be determined on the next
succeeding day not a Sunday or legal holiday.
Uncertificated Stock
Section 6. Notwithstanding anything herein to the contrary, any or all
classes and series of shares, or any part thereof, may be represented by
uncertificated shares, except that shares represented by a certificate that is
issued and outstanding shall continue to be represented thereby until the
certificate is surrendered to the Corporation. Within a reasonable time after
the issuance or transfer of uncertificated shares, the Corporation shall send to
the registered owner thereof, a written notice containing the information
required to be set forth or stated on certificates. The rights and obligations
of the holders of uncertificated shares of the same class and series shall be
identical. Notwithstanding anything herein to the contrary, the first sentence
of Section 2 of this Article VI shall be inapplicable to uncertificated shares
and in lieu thereof, the Corporation shall adopt alternative procedures for
registration of transfers.
Article VII: Indemnification
General
Section 1. The Corporation shall pay on behalf of any individual who is
or was a Director, officer, employee or agent of the Corporation, or who is or
was serving at the request of the Corporation as Director, officer, trustee,
fiduciary, employee or agent of any other
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domestic or foreign corporation or partnership, joint venture, sole
proprietorship, trust or other enterprise, or who is or was serving as a
fiduciary with respect to any employee benefit plan as a result of his
employment by, or service as a Director of, the Corporation ("Indemnified
Person") all expenses, including attorneys' fees and disbursements, incurred by
such person in the defense or settlement of any civil, criminal, administrative
or arbitrative proceeding pending, threatened or completed against such person
by reason of his being or having been such Indemnified Person, and shall
indemnify such person against amounts paid or incurred by him in satisfaction of
settlements, judgments, fines, and penalties in connection with any such
proceeding, including any proceeding by or in the right of the Corporation,
except where such indemnification is expressly prohibited by applicable law or
where the acts or failures to act of the Indemnified Person constitute willful
misconduct, self-dealing or recklessness. For purposes hereof, and with respect
to claims which arise from events occurring after March 7, 2002, no person who
is serving as an officer, employee or agent of any subsidiary of the Corporation
which is a general partner of a limited partnership which has partnership
interests which are publicly traded, or of any subsidiary of such a general
partner, shall be an Indemnified Person and any such person shall not be deemed
as serving at the request of the Corporation, unless by resolution of the Board
of Directors of the Corporation such person is specifically designated as an
Indemnified Person who is serving at the request of the Corporation. The
foregoing right to payment and to indemnification shall not be exclusive of
other rights to which such person may be entitled as a matter of law or
otherwise.
Agreements for Indemnification and Funding
Section 2. The Corporation is authorized, but not required, to enter
into agreements for indemnification with any Indemnified Person, however,
failure to enter into such agreements shall not in any way limit the rights of
such Indemnified Persons hereunder. The Corporation may, in addition to the
foregoing, create a fund of any nature, which may, but need not be, under the
control of a trustee, or otherwise secure or insure in any manner its
indemnification obligations.
Expenses
Section 3. Expenses incurred by an Indemnified Person 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 such person to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the
Corporation.
Disputes
Section 4. Any dispute related to the right to indemnification of or
advancement of expenses to Indemnified Persons as provided under this Article,
except with respect to indemnification for liabilities arising under the
Securities Act of 1933 which the Corporation has undertaken to submit to a court
for adjudication, shall be decided only by arbitration in accordance with the
commercial arbitration rules then in effect of the American Arbitration
Association."
Article VIII: General Provisions
Voting Shares of Other Corporations
Section 1. The Chairman or the Vice Chairmen of the Board of Directors,
the President, any Executive Vice President, any Vice President, or the
Secretary of the Corporation may vote,
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or appoint a proxy to vote, the shares of any other business corporation or
nonprofit corporation which are registered in the name of the Corporation.
Seal
Section 2. The seal of the Corporation shall be circular in form, and
shall have inscribed thereon the name of the Corporation, the year of its
organization and the words "Corporate Seal Pennsylvania."
Inapplicability of Certain Sections of the Pennsylvania Business Corporation Law
Section 3. 15 Pa.C.S. SS 2541-2548 (formerly Section 910) shall not be
applicable to this Corporation.
Amendments
Section 4. These Bylaws, including Article I, Section 4 entitled
"Liability of Directors" and Article VII entitled "Indemnification," may be
altered or amended at any annual meeting of shareholders, or at any special
meeting called for that purpose, by the shareholders entitled to vote and
casting a majority of the votes at the meeting, or at any duly constituted
meeting of the Board of Directors, by a majority of the Directors then in
office. Any alteration or amendment of Article 1, Section 4 and Article VII
shall be prospective only and shall not affect any rights or obligations then
existing.
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