EXHIBIT 3.2
INTERDIGITAL COMMUNICATIONS CORPORATION
(a Pennsylvania corporation)
BY-LAWS
(as amended through March 2, 2000)
Section 1.1 Registered Office:
The Registered Office of the Corporation shall be at 781 Third
Avenue, King of Prussia, Pennsylvania until otherwise changed by the Board of
Directors.
Section 2.1 Place of Shareholders' Meetings:
Meetings of the shareholders shall be held at the Registered
Office of the Corporation or at such other place within or without Pennsylvania
as the Board of Directors may fix.
Section 2.2 Annual Meeting of Shareholders:
An Annual Meeting of shareholders shall be held in every
calendar year at such time as the Board of Directors may fix. At the Annual
Meeting of shareholders, directors shall be elected to serve for the ensuing
year or until their successors shall be duly elected and qualified, and there
shall be transacted such other business as may properly be brought before the
Meeting.
A financial report of the Corporation's business as of the
close of the preceding fiscal year shall be presented at the Annual Meeting, and
shall be sent to shareholders.
Section 2.3 Special Meetings of Shareholders:
Special Meetings of shareholders may be called at any time by
the Chairman of the Board, the President, the Board of Directors, or by the
shareholders if permitted by, and in accord with, the Pennsylvania Business
Corporation Law, as then in effect. At any time, upon written request of any
person entitled to call a Special Meeting, it shall be the duty of the Secretary
to fix the date of such Special Meeting to be held not less than five or more
than sixty days after the receipt of the request and to give due
notice thereof. If the Secretary shall neglect or refuse to fix the date of the
meeting and give notice thereof, the person or persons making the request may do
so.
Section 2.4 Notice of Shareholders' Meetings:
At least five days' written notice shall be given of any
meeting of shareholders, unless a greater period of notice is required by law.
Such notice shall specify the place, day and hour of the meeting, and in the
case of a Special Meeting of shareholders, the general nature of the business to
be transacted.
Section 2.5 Waiver of Notice of Shareholders' Meetings:
Whenever written notice is required to be given by law, by the
Articles or these By-Laws, a written waiver thereof signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Except in the
case of a Special Meeting of shareholders, neither the business to be transacted
nor the purpose of the meeting need be specified in the Waiver of Notice of such
Meeting.
Attendance of a person, either in person or by proxy, at any meeting
shall constitute a waiver of notice of such meeting, except where a person
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting was not lawfully called or convened.
Section 2.6 Quorum for Shareholders' Meetings:
The presence, in person or by proxy, of the shareholders
entitled to cast a majority of the votes which all shareholders are entitled to
cast on a matter to be voted upon at a meeting of shareholders shall constitute
a quorum, and the acts of such quorum, at a duly organized meeting of
shareholders, shall constitute the acts of all the shareholders. 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.
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Section 2.7 Conduct of Shareholders' Meetings:
Meetings of the shareholders shall be presided over by the
Chairman of the Board, or if he is not present, by the President or, if he is
not present, by a Vice-President or, if none of the Chairman of the Board or the
President or Vice-President is present, by a Chairman to be chosen at the
meeting. The Secretary of the Corporation, or in his absence, an Assistant
Secretary or one temporarily designated as such shall act as Secretary of the
meeting.
Section 2.8 Shareholders Participation by Telephone:
One or more shareholders may participate in any meeting of
shareholders by means of conference telephone or similar communications
equipment by means of which all persons participating in such meeting can hear
each other.
Section 2.9 Voting by Shareholders:
Except as otherwise provided by law or in the Articles, every
shareholder of record shall have the right, at every shareholders' meeting, to
one vote for every share standing in his name on the books of the Corporation.
Every shareholder entitled to vote at a meeting of shareholders or to express
consent to corporate action in writing without a meeting may authorize another
person or persons to act for him by proxy.
All voting and elections shall be taken viva voce unless a
vote by ballot shall be demanded by a shareholder before the voting or election
begins, or unless otherwise required by law or by the Articles.
Section 2.10 Judges of Election:
In advance of any meeting of shareholders, the Board of
Directors may appoint Judges of Election, who need not be shareholders, to act
at such meeting or any adjournment thereof. If Judges of Election be not so
appointed, the Chairman of the meeting may, and on the request of any
shareholder or his proxy shall, make such appointment at the meeting. The number
of Judges shall be one or three, and no candidate shall act as a Judge. On
request of the Chairman of the meeting or of any shareholder or his proxy, 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.
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Section 2.11 Adjournment of Meetings:
Adjournment of any meeting may be taken, but any meeting at
which Directors are to be elected shall be adjourned only from day to day, or
for such longer periods not exceeding fifteen days each, as may be directed by
the holders of at least a majority of the shares entitled to be voted at an
election of directors, until such Directors have been elected. When a meeting is
adjourned, it shall not be necessary to give any notice of the adjourned meeting
or of the business to be transacted thereat, other than by announcement at the
meeting at which such adjournment is taken. In case of any meeting called for
the election of Directors, those who attend the second of such adjourned
meeting, although less than a quorum, shall nevertheless constitute a quorum for
the purpose of electing Directors.
Section 3.1 Board of Directors, Number, Qualification, Elections, Term
of Office and Compensation:
The business and affairs of the Corporation shall be managed
by a Board of not less than five (5) nor more than fifteen (15) Directors, as
may be fixed from time to time by the vote of a majority of the whole Board.
Directors shall be of full age, but need not be residents of Pennsylvania or
shareholders of the Corporation.
Any nominee for any vacancy on the Board of Directors which
has not been proposed by this Board of Directors or by the Nomination and Search
Committee of this Board may be proposed by a nominator only if (i) such
nominator is a shareholder of this corporation, (ii) such nominator supplies the
Nomination and Search Committee with such information concerning such candidate
or candidates as would be required to be included in the form of proxy statement
filed with the Securities and Exchange Commission with respect to such nominee,
(iii) the foregoing is sent to the attention of the Nomination and Search
Committee, c/o the Secretary of the Corporation, at least 120 days prior to the
date of the meeting at which such nominee, if permitted to stand for election,
would be voted upon by the shareholders of this Corporation, and (iv) such
proposed nominee has been approved to stand for election by a majority of the
members of the Nomination and Search Committee and by a majority of the Board of
Directors of this Corporation, which approval does not require that he be the
only nominee for a particular vacancy and does not require that such Board or
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Committee recommend his election to such vacancy.
The Directors, other than any who may be elected by the
holders of shares of any class or series of stock entitled to elect Directors
separately pursuant to the terms of Articles Fifth of the Articles of
Incorporation or any resolution or resolutions providing for the issuance of
such stock adopted by the Board of Directors shall be classified, with respect
to the duration of the term for which they severally hold office, into three
classes as nearly equal as possible (each, individually a "Three Year Class",
and collectively the "Three Year Classes"). Such Three Year Class which shall be
elected at the Annual Meeting of Shareholders held in 1993 for a term expiring
at the Annual Meeting of Shareholders to be held in 1996 shall be designated as
"Class A"; the second Three Year Class to be elected at the Annual Meeting of
Shareholders held in 1994 for a term expiring at the Annual Meeting of
Shareholders to be held in 1997 shall be designated as "Class B"; and the third
Three Year Class to be elected at the Annual Meeting of Shareholders held in
1995 for a term expiring at the Annual Meeting of Shareholders to be held in
1998 shall be designated as "Class C". The Board of Directors shall increase or
decrease the number of Directors in one or more classes as may be appropriate
whenever it increases or decreases the number of Directors pursuant to this
Section 3.1, in order to ensure that the three Three Year Classes shall be as
nearly equal in number of possible. At each Annual Meeting of Shareholders, the
successors of the class of Directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the Annual Meeting of Shareholders
held in the third year following the year of their election.
The Board of Directors shall have the authority to fix the
compensation of Directors for their services and to authorize payment for
expenses of attendance at meetings. A Director may also be a salaried officer or
employee of the Corporation.
The Board of Directors may elect a Chairman who shall, when
present, preside at all meetings of the Board of Directors and at all meetings
of shareholders. The Chairman may appoint another member of the Board to preside
in his absence.
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Section 3.2 Quorum for Directors' Meetings:
A majority of the Directors in office shall be necessary to
constitute a quorum for the transaction of business, and the acts of a majority
of the Directors present at a meeting at which a quorum is present shall be the
acts of the Board of Directors. A Director who is present at a meeting shall be
counted in determining the presence of a quorum even though a contract or
transaction between the Corporation and such Director or another business in
which such Director has a financial interest is authorized at the meeting.
Section 3.3 Directors' Consent in Lieu of Meeting:
Any action which may be taken at a meeting of the Board of
Directors or of any Committee thereof may be taken without a meeting if a
consent or consents in writing, setting forth the action so taken, shall be
signed by all of the Directors or the members of the Committee, as the case may
be, and shall be filed with the Secretary of the Corporation. One or more
Directors may participate in a meeting of the Board of Directors or a Committee
thereof by means of a conference telephone or similar communications equipment
by means of which all persons participating in such meeting can hear each other.
Section 3.4 Vacancies in Board of Directors:
Except as otherwise provided for or fixed pursuant to the
Articles of Incorporation of the Corporation, newly created directorships
resulting from an increase in the number of Directors, and any vacancies on the
Board of Directors resulting from death, resignation, disqualification, removal
or other cause shall be filled by the vote of a majority of the remaining
members of the Board, even though less than a quorum. Any person so elected
shall hold office for the remainder of the full term of the class of Directors
in which the directorship was created or the vacancy occurred and until such
Director's successor shall have been elected and qualified. No decrease in the
number of Directors constituting the Board of Directors shall shorten the term
of any incumbent Director.
Section 3.5 Place of Meeting of Board of Directors:
The meetings of the Board of Directors may be held at
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such place within Pennsylvania, or elsewhere, as a majority of the Directors may
from time to time appoint or as may be designated in the notice calling the
meeting.
Section 3.6 Organization Meeting of the Board of Directors:
After the election of Directors by the shareholders, the newly
elected Board may meet for the purpose of organization or otherwise:
(a) Immediately following their election, or at such
time and place as shall be fixed by vote of the shareholders
at the Annual Meeting (and in either such case no notice of
such meeting to the newly elected Directors shall be necessary
in order legally to constitute the meeting, provided a
majority of the whole Board shall be present); or
(b) At such time and place as may be fixed by
consent in writing of all the Directors.
Section 3.7 Regular Meetings of the Board of Directors:
Regular Meetings of the Board of Directors shall be held at
such time and place as shall be determined by a majority of the Board.
Section 3.8 Special Meetings of the Board of Directors:
Special Meetings of the Board of Directors may be called by
the Chairman of the Board, President or Secretary on at least two days' notice
to each Director, either personally or by mail or by facsimile transmission, of
the time and place of such Special Meeting. At the written request of two
Directors, Special Meetings shall be called by the Chairman of the Board or
President or Secretary in like manner and on like notice.
Section 3.9 Adjournments of Meetings of the Board of Directors:
If a meeting of the Board of Directors 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
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than by announcement at the meeting at which such adjournment is taken.
Section 3.10 Powers of Board of Directors:
A. Organizational Meeting: At the first meeting of the Board
of Directors in each year (at which a quorum shall be present) held next after
the Annual Meeting of shareholders, it shall be the duty of the Board of
Directors to elect or appoint the officers of the Corporation.
B. General Powers: The Board of Directors shall have all the
power and authority granted by law to Directors except as may be specifically
excepted by the Articles or by these By-Laws.
C. Committees: The Board of Directors, by Resolution adopted
by a majority thereof, may designate an Executive Committee and one or more
other committees, each of which shall consist of at least two Directors and such
other Directors as shall be appointed by the Board of Directors to serve as
alternate members of any such Committee to replace any absent or disqualified
member at any Committee Meeting. In the event that any member of any such
Committee shall be absent from or disqualified at such Meeting, the member or
members thereof present at any such Meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
Director to act at the Meeting in the place of any such absent or disqualified
member. Any such Committee shall have and exercise the authority of the Board of
Directors in the management of the business and affairs of the Corporation to
the extent provided in the Resolution creating such Committee.
Section 3.11 Removal of Directors by Shareholders:
Subject to the right of any class or series of stock entitled
to elect Directors separately, any Director may be removed from office, without
assigning any cause, but only by the affirmative vote of the holders of at least
80 percent of the combined voting power of the then outstanding shares of stock
entitled to vote generally in the election of Directors, voting together as a
single class.
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Section 3.12 The Chairman of the Board - Powers and Duties:
The Chairman of the Board shall, when present, preside at all
meetings of the Board of Directors and at all meetings of shareholders. Unless
otherwise directed by the Board of Directors, the Chairman of the Board shall
have full power and authority on behalf of the Corporation to attend and act and
vote at any meeting of the shareholders of any corporation in which the
corporation may hold stock, and at any such meeting he shall possess and may
exercise any and all of the rights and powers incident to the ownership of such
stock which the Corporation, as the owner thereof, might have possessed and
exercised if present. The Board of Directors may, by resolution, from time to
time confer like powers upon any other person or persons. He shall also do and
perform such other duties as from time to time may be assigned to him by the
Board of Directors.
Section 4.1 Officers:
The Officers of the Corporation shall be a Chief Executive
Officer, a President, a Secretary, and a Treasurer, all of whom shall be elected
or appointed by the Board of Directors. The Board of Directors may also elect
one or more Vice-Presidents, one or more Assistant Treasurers and one or more
Assistant Secretaries. Any two or more offices may be held by the same person.
The Board of Directors may at any time also elect or appoint
such other officers, assistant officers and agents as it shall deem necessary
and as the needs of the Corporation may require. Such other officers, assistant
officers and agents shall have such authority and shall perform such duties as
from time to time may be prescribed by the Board of Directors.
The Officers shall be elected each year at the organization
meeting of the Board of Directors, but if not so elected, they, and any
assistant officers or agents the Board of Directors shall desire to appoint, may
be elected from time to time during the year. It shall not be necessary for any
officer of the Corporation to be a Director.
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Section 4.2 The Chief Executive Officer - Powers and Duties:
The Chief Executive Officer shall have responsibility for
general supervision and direction of the business of the Corporation, subject to
the overall supervision of the Board of Directors. Unless otherwise directed by
the Board of Directors, the Chief Executive Officer shall have full power and
authority on behalf of the Corporation to attend and act and vote at any meeting
of the shareholders of any corporation in which the Corporation may hold stock,
and at any such meeting he shall possess and may exercise any and all of the
rights and powers incident to the ownership of such stock which the Corporation,
as owner thereof, might have possessed and exercised if present. Further, unless
otherwise directed by the Board of Directors, the Chief Executive Officer is
authorized to execute in the name of the Corporation contracts and other
documents requiring the signature of the Corporation. He shall also do and
perform such other duties as from time to time may be assigned to him by the
Board of Directors.
Section 4.3 The President - Powers and Duties:
The President shall have responsibility for day-to-day
supervision and direction of the regular business and operations of the
Corporation, subject to the overall supervision of the Board of Directors and
the Chief Executive Officer. Unless otherwise directed by the Board of
Directors, the President shall have full power and authority on behalf of the
shareholders of the Corporation to attend and act and vote at any meeting of the
shareholders of any corporation in which the Corporation may hold stock, and at
any such meeting shall possess and may exercise any and all of the rights and
powers incident to the ownership of such stock which the Corporation, as the
owner thereof, might have possessed and exercised if present. Further, unless
otherwise directed by the Board of Directors, the President is authorized to
execute in the name of the Corporation contracts and other documents requiring
the signature of the Corporation. He shall also do and perform such other duties
as from time to time may be assigned to him by the Board of Directors.
Section 4.4 The Vice-President - Powers and Duties:
A Vice-President or Vice-Presidents shall be elected by the
Board of Directors, if the Board of Directors determines that such offices shall
be created. The Vice-President (or, if there are more than one, then each
Vice-President) shall have such powers and shall perform such duties as may from
time to time be assigned
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to him or them by the Board of Directors or by the Chairman of the Board or by
the President. Unless otherwise ordered by the Board of Directors, the
Vice-President (or Vice-Presidents in order of their numbered designations)
shall, in the case of death, resignation, absence or disability of the
President, perform the duties of that Officer, until the return of the
President, or until the disability shall have been removed or a new President
shall have been elected.
Section 4.5 Treasurer - Powers and Duties:
The Treasurer shall have the custody of all the funds and
securities of the Corporation which may come into his hands. When necessary or
proper (unless otherwise ordered by the Board of Directors) he shall (a) endorse
for collection on behalf of the Corporation, checks, notes and other
obligations, (b) deposit the same to the credit of the Corporation in such banks
or depositaries as the Board of Directors may designate and (c) sign all
receipts and vouchers for payments made by the Corporation. He shall, at all
reasonable times, exhibit his books and accounts to the Board of Directors of
the Corporation upon the request of any Director, and he shall also, if so
directed by the Board of Directors, annually prepare and submit to the Annual
Meeting of the shareholders a full statement of the assets and liabilities of
the Corporation and of its transactions during the preceding year, and he shall
have such other powers and shall perform such other duties as may be assigned to
him from time to time by the Board of Directors. He shall give such bond for the
faithful performance of his duties as may be required by the Board of Directors.
Section 4.6 Assistant-Treasurer - Powers and Duties:
Each Assistant-Treasurer shall have such powers and perform
such duties as may be assigned to him by the Board of Directors.
Section 4.7 Secretary - Powers and Duties:
Unless otherwise ordered by the Board of Directors, the
Secretary shall keep the minutes of all meetings of the shareholders and of the
Board of Directors in proper books to be kept for such purpose, and shall attend
to the giving of all notices by the Corporation, including notices of meetings
of shareholders and of the Board of Directors. He shall have charge
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of the share certificate books, transfer books, capital stock ledger and such
other books and papers as the Board of Directors may direct. He shall in general
perform all the duties incident to the office of Secretary and shall have such
other powers and perform such other duties as may be assigned to him by the
Board of Directors.
Section 4.8 Assistant Secretary - Powers and Duties:
Each Assistant Secretary shall have such powers and perform
such duties as may be assigned to him or them by the Board of Directors.
Section 4.9 Removal and Vacancies:
The Board of Directors shall have power to remove any officer
from office at any time and shall also have the power to fill any vacancies in
any office occurring from whatever reason. Such power shall be exercised by a
majority vote of the Directors in office at the time of such removal or vacancy,
although less than a quorum.
Section 5.1 Share Certificates:
Every shareholder of record shall be entitled to a share
certificate representing the shares owned by him, provided that the shares
represented thereby shall have been fully paid for. Such share certificate shall
be signed by the Chairman of the Board, President, or a Vice-President, and by
the Secretary or Treasurer except where such share certificate is signed by a
transfer agent or a registrar, in which case the signature of any officer of the
Corporation upon such share certificate may be a facsimile, engraved or printed.
Section 5.2 Transfer of Share Certificates:
The transfer of a share certificate and the shares represented
thereby shall be made on the books of the Corporation only by the registered
owner thereof or by his attorney duly authorized in writing to make such
transfer, and only upon surrender of such share certificate, which shall be
canceled at the time of transfer.
The Corporation shall be entitled to treat the holder of
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record of any share certificate or certificates and the shares represented
thereby as the holder in fact thereof, and accordingly shall not be bound to
recognize any equitable or other claim to or interest in such share certificate
or certificates and shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law or by the Articles.
Section 5.3 Lost Share Certificate:
The holder of any certificate representing shares of stock of
the Corporation shall immediately notify the Corporation of any mutilation, loss
or destruction thereof, and the Board of Directors may, in its discretion, cause
one or more new certificates for the same number of shares in the aggregate to
be issued to such holder upon the surrender of the mutilated certificate, or in
the case of loss or destruction of the certificate, upon satisfactory proof of
such loss or destruction and deposit of indemnity by bond or otherwise in such
form and amount and with such surety or sureties as the Board of Directors may
require to indemnify the Corporation against loss or liability by reason of the
issuance of such new certificate, but the Board may, in its discretion, refuse
to issue such new certificates save upon the order of some court having
jurisdiction in such matters.
Section 6.1 Fiscal Year:
The fiscal year of the Corporation shall be established by the
Board of Directors.
Section 7.1 Indemnification:
(a) The Corporation shall indemnify and hold harmless
to the fullest extent permitted under the Pennsylvania
Business Corporation Law, the Directors' Liability Act (the
"DLA") and other applicable law, as such laws existed on the
date this Section 7.1 was adopted by the Board Of Directors
or, except as provided in Section 7.1(f) hereof, as such laws
may thereafter by amended ("Pennsylvania Law"), any person who
was or is a party or was or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, including, without limitation, an action
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by or in the right of the Corporation (collectively, for
purposes of this Section 7.1 and Section 7.2 hereof,
"Proceeding"), by reason of the fact that he is or was or has
agreed to become a director or officer of the Corporation, or
is or was serving or has agreed to serve at the request of the
Corporation as a director or officer of another corporation,
or if a director or officer of the Corporation, is or was
serving or has agreed to serve at the request of the
Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or by
reason of any action alleged to have been taken or omitted in
any such capacity, and may indemnify and hold harmless to the
fullest extent permitted under Pennsylvania Law any person who
was or is a party or was or is threatened to be made a party
to such a Proceeding by reason of the fact that he is or was
or has agreed to become an employee or agent of the
Corporation, or, if any employee or agent of the Corporation,
is or was serving or has agreed to serve at the request of the
Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, liability and loss (including, without limitation,
attorneys' fees and disbursements, punitive and other damages,
judgments, fines, penalties, excise taxes assessed with
respect to an employee benefit plan, amounts paid or to be
paid in settlement and costs and expenses of any nature)
incurred by him in connection with such Proceeding and any
appeal therefrom: provided, that such indemnification shall
not be made in any case where the act or failure to act giving
rise to the claim for indemnification is determined by a court
in a final, binding adjudication to have constituted willful
misconduct or recklessness.
(b) The Corporation may indemnify and hold harmless
to the fullest extent permitted under Pennsylvania Law any
person who was or is a party or was or is threatened to be
made a party to any Proceeding, by reason of any of his
actions in a non-official capacity while serving as a
director, officer, employee or agent of the Corporation,
against expenses, liability and loss including, without
limitation, attorneys's fees and disbursements, punitive and
other damages, judgements,
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fines, penalties, excise taxes assessed with respect to an
employee benefit plan, amounts paid or to be paid in
settlement and costs and expenses of any nature incurred by
him in connection with such Proceeding and any appeal
therefrom: provided, that such indemnification shall not be
made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court in a
final, binding adjudication to have constituted willful
misconduct or recklessness.
(c) The termination of any Proceeding by judgment,
order, settlement, conviction, or upon a plea of guilty or
nolo contendere, or its equivalent, shall not, of itself,
create a presumption that the persons's conduct constituted
willful misconduct or recklessness.
(d) Expenses incurred by a director or officer in
defending a Proceeding shall be paid by the Corporation in
advance of the final disposition of the Proceeding, provided
that, if Pennsylvania Law requires, the payment of such
expenses shall be made only upon receipt of an undertaking by
or on behalf of the director or officer to repay such amount
if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation as mandated in this
Section 7.1 or otherwise. Expenses incurred by other employees
and agents may be so paid to the extent provided by the Board
of Directors, upon receipt of the foregoing undertaking by or
on behalf of the employee or agent.
(e) The indemnification provided by this Section 7.1
shall be in addition to and not exclusive of any other rights
to which those seeking indemnification may be entitled under
Pennsylvania Law, or under any By-Law, agreement executed by
the Corporation, insurance policy, fund of any nature
established by the Corporation, vote of shareholders or
disinterested directors or otherwise. The indemnification so
provided by this Section 7.1 or otherwise, may be granted
whether or not the Corporation would have the power to
indemnify such person under any provision of Pennsylvania Law
other than the DLA.
(f) The indemnification provisions of this Section
7.1 shall constitute a contract between the Corporation
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and each of its directors, officers, employees and agents who
are or may be entitled to indemnification hereunder and who
serve in any such capacity at any time while such provisions
are in effect. Any appeal or modification of the
indemnification provisions of this Section 7.1 shall not limit
any such person's rights to indemnification (including the
advancement of expenses) then existing or arising out of
events, acts or omissions occurring prior to such repeal or
modification, including, without limitation, the right to
indemnification with respect to Proceedings commenced after
such repeal or modification based in whole or in part upon any
such event, act or omission.
(g) The Corporation may create a fund of any nature,
which may, but need not be, under the control of a trustee, or
otherwise may secure or insure in any manner its
indemnification obligations, whether arising under or pursuant
to this Section 7.1 or otherwise.
(h) The Corporation may purchase and maintain
insurance to insure its indemnification obligations on behalf
of any person who is or was or has agreed to become a
director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
any expense, liability or loss asserted against him and
incurred by him or on his behalf in any such capacity, or
arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such
liability under the provisions of this Section 7.1 or under
any provision of Pennsylvania Law other than the DLA.
(i) The indemnification provided by this Section 7.1
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
(j) If Section 7.1 or any portion thereof shall be
invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless
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indemnify each director or officer, and may indemnify each
employee or agent of the Corporation, as to expenses,
liability and loss (including, without limitation, attorneys'
fees and disbursements, punitive and other damages, judgments,
fines, penalties, excise taxes assessed with respect to an
employee benefit plan, amounts paid or to be paid in
settlement and costs and expenses of any nature) incurred by
him in connection with any Proceeding, including an action by
or in the right of the Corporation, to the fullest extent
permitted by any applicable portion of this Section 7.1 that
shall not have been invalidated and to the fullest extent
permitted by applicable law.
Section 7.2 Limitation on Directors' Personal Liability:
(a) To the fullest extent permitted under the DLA, as
it existed on the date this Section 7.2 was adopted or, except
as provided in subsection 7.2(e), as such law may thereafter
be amended, a director of this Corporation shall not be
personally liable for monetary damages as a result of any
action or failure to act unless both: (1) the director has
breached or failed to perform the duties of his office under
Section 8363 of the DLA: and (2) the breach or failure to
perform constitutes self-dealing, willful misconduct or
recklessness.
(b) The provisions of this Section 7.2 shall not
apply to: (1) the responsibility or liability of a director
pursuant to any criminal statute: or (2) the liability of a
director for the payment of taxes pursuant to local, state
or federal law.
(c) The termination of any Proceeding by judgment,
order, settlement, conviction, or upon a plea of guilty or
nolo contendere, or its equivalent, shall not, of itself,
create a presumption that the director breached or failed to
perform the duties of his office under Section 8363 of the
DLA and that the breach or failure to perform constituted
self-dealing, willful misconduct or recklessness.
(d) Notwithstanding the date of adoption of this
Section 7.2, the provisions of Section 7.2 shall apply to
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any action filed or breaches of performance of duty or any
failure of performance of duty by any director on or after
January 27, 1987.
(e) No amendment to or repeal of this Section 7.2 or
the relevant provisions of the DLA shall reduce the limitation
on directors' personal liability for or with respect to any
events, acts or omissions of such director occurring prior to
such amendment or repeal, including, without limitation, the
limitation on personal liability with respect to any
Proceedings commenced after such repeal or modification based
in whole or in part upon any such event, act or omission.
Section 8.1 Amendments to By-Laws:
The holders of all the shares outstanding and entitled to vote
may, by a majority vote, make, alter, amend or repeal any provision of these
By-Laws at any Annual or Special Meeting duly convened after notice to the
shareholder of the meeting to be held for such purpose, provided, however, that
the affirmative vote of the holders of at least 80 percent of the combined
voting power of all the then outstanding shares of stock entitled to vote
generally in the election of directors, voting together as a single class shall
be required to alter, amend or repeal Sections 3.1, 3.4, 3.11 or this Section
8.1, or to adopt any provision inconsistent therewith.
The Board of Directors, by a majority vote of the members
thereof, may make, alter, amend or repeal any provisions of these By-Laws at any
Regular or Special Meeting, duly convened after notice to the Directors of such
purpose. The shareholders shall have the right to change such action by a
majority vote of the shareholders entitled to vote thereon at any Annual Meeting
which may be duly convened for the purpose of changing such action, after notice
to the shareholders entitled to notice thereof, provided, however, that the vote
of the holders of at least 80 percent of the combined voting power of all of the
then outstanding shares of stock entitled to vote generally in the election of
directors, voting together as a single class, shall be required to change such
action with respect to Sections 3.1, 3.4, 3.11 or this Section 8.1.
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Section 9.1 Control-Share Acquisitions:
Subchapter G - "Control-Share Acquisitions" of Chapter 25 of
Title 15 of the Pennsylvania Consolidated Statutes, as existing on July 18, 1990
or as may thereafter be amended, shall not be applicable to the Corporation.
Section 10.1 Disgorgement by Certain Controlling Shareholders:
Subchapter H - "Disgorgement by Certain Controlling
Shareholders Following Attempts to Acquire Control" of Chapter 25 of Title 15 of
the Pennsylvania Consolidated Statutes, as existing on July 18, 1990 or as may
thereafter be amended, shall not be applicable to the Corporation.
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