EXHIBIT 3.(ii)
Sun Company, Inc.
Bylaws
2/1/96
Table of Contents
Article I Page
Directors
Section 1 - Membership 4
Section 2 - Vacancies 4
Section 3 - Emergency Board 4
Section 4 - Liability of Directors 5
Section 5 - Nomination of Directors 5
Article II
Meetings of the Board of Directors
Section 1 - Place 6
Section 2 - Annual & Regular Meetings 6
Section 3 - Special Meetings 6
Section 4 - Notice 7
Section 5 - Waiver of Notice 7
Section 6 - Notice of Adjourned Meeting 7
Section 7 - Quorum 7
Section 8 - Consent Action 7
Article III
Committees
Section 1 - Executive Committee 7
Section 2 - Notice 8
Section 3 - Special Committees 8
Section 4 - Relationship to Board 8
Section 5 - Quorum 8
Section 6 - Vacancies 8
Article IV
Officers
Section 1 - Designation 8
Section 2 - Authority 9
Section 3 - Chairman of the Board 9
Section 4 - Vice Chairman of the Board 9
Section 5 - President 9
Section 6 - Executive Vice Presidents 9
Section 7 - Vice Presidents 10
Section 8 - Secretary 10
Section 9 - Treasurer 10
Section 10 - Comptroller 10
Section 11 - General Auditor 10
Section 12 - Assistant Officers 10
Article V
Meetings of Shareholders
Section 1 - Annual Meetings 11
Section 2 - Special Meetings 11
Section 3 - Notice 12
Section 4.a - Quorum 12
Section 4.b - Quorum at Shareholder-
called Special Meeting 12
Section 4.c - No Waiver of Quorum 12
Section 5 - Voting 13
Section 6 - Adjournment 13
Section 7 - Proxies 13
Section 8 - Shareholders List 13
Section 9 - Record Date 14
Section 10 - Certification by Nominee 14
Section 11 - Judge of Election 14
Section 12 - Prior Notice of Share-
holder Proposals 15
Article VI
Stock Certificates
Section 1 - Description 16
Section 2 - Transfers 16
Section 3 - Registered Shareholders 16
Section 4 - Lost Certificates 16
Section 5 - Dividends 16
Article VII
Indemnification
Section 1 - General 17
Section 2 - Agreements for Indemni-
fication and Funding 17
Section 3 - Expenses 17
Section 4 - Disputes 18
Article VIII
General Provisions
Section 1 - Voting Shares of Other
Corporations 18
Section 2 - Seal 18
Section 3 - Inapplicability of Certain
Sections of the
Pennsylvania Business
Corporation Law 18
Section 4 - Amendments 18
Sun Company, 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 equal to
those elected at the annual meeting of shareholders or 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. Vacancies in the Board of Directors may be filled by a
majority of the incumbent members of the Board, though such majority be
less than a quorum. 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.
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
or 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;
(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 small 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.
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
laws, 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 laws, 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.
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.
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 Boards and the committees of the Board of 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.
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 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 mail, 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 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 in writing by the shareholder or his agent. No proxy
shall be valid after eleven months from the date of its execution, unless a
longer time is expressly provided therein. Unless it is coupled with an
interest, a proxy shall be revocable at will. 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 file written
notice of such revocation with 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 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.
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 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.
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 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 indemnity
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. 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 a Director, officer, employee or agent 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 thing
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, 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),15 Pa.C.S. SS
2551-2556 (formerly Section 91 1) and 15 Pa.C.S. SS 2571-2575 as adopted
December 23, 1983, March 23, 1988 and April 27, 1990, respectively, 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.