BY-LAWS OF
READING COMPANY
ARTICLE I
CORPORATION OFFICE
1.1 Registered Office. The Corporation shall have and continuously
maintain in the Commonwealth of Pennsylvania a registered office at an address
to be designated from time to time by the Board of Directors which may, but need
not, be the same as its place of business.
1.2 Business Office. The Corporation may also have offices at such
other places as the Board of Directors may from time to time designate or the
business of the Corporation may require.
ARTICLE II
SHAREHOLDERS
2.1 Meetings.
2.1.1 Place. Meetings of the shareholders shall be held at
such place, within or without the Commonwealth of Pennsylvania, as may be
determined from time to time by the Board of Directors and need not be held at
the registered office of the Corporation.
2.1.2 Annual Meeting. An annual meeting of the shareholders
for the election of directors and for the transaction of other business as may
be properly be brought before the meeting shall be held in each calendar year at
such time and place as may be determined by the Board of Directors.
2.1.3 Special Meetings. Special meetings of the shareholders
may be called at any time by the President, the Chairman of the Board, any three
members of the Board of Directors or the holders of at least one-fifth of the
outstanding shares of stock of the Company entitled to vote at the meeting. The
request of any person who has called a special meeting of shareholders shall be
addressed to the Secretary of the Corporation, shall be signed by the persons
making the request and shall state the purpose or purposes of the meeting. Upon
receipt of any such request it shall be the duty of the Secretary to fix the
time and provide written notice of the special meeting of shareholders, which
shall be held not more than 60 days after the receipt of the request. If the
Secretary shall neglect or refuse to fix the time or provide written notice of
the special
meeting, the person or persons making the request may fix the time and provide
written notice of the special meeting.
2.2 Notice. Written notice of the time and place of each meeting of
shareholders, other than an adjourned meeting of shareholders, and of the
general nature of the business to be transacted at each special meeting of
shareholders shall be given to each shareholder of record entitled to vote at
the meeting at least five days before the date of the meeting unless a greater
period of notice is required by law in a particular case.
2.3 Quorum. The presence in person or by proxy of the shareholders
entitled to cast at least a majority of votes that all shareholders are entitled
to cast on a particular matter to be acted upon at the meeting shall constitute
a quorum of the shareholders for the purpose of considering such matter. 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. If a meeting cannot be organized because a quorum has not
attended, those present may, except as otherwise provided by statute, adjourn
the meeting to such time and place as they may determine.
2.4 Voting Rights.
2.4.1 One Vote per share. Each shareholder shall have the
right at every shareholders' meeting to one vote for each share of Common Stock
and one vote for each share of Class A Common Stock of the Corporation standing
in the name of the shareholder on the books of the Corporation which is entitled
to vote at such meeting. Shares of Common Stock and Class A Common Stock shall
be voted together as a single class. Each shareholder may vote such shares
either in person or by proxy.
2.4.2 Majority. Whenever any corporate action is to be taken
by vote of the shareholders of this Corporation, it shall be authorized by a
majority of the votes cast at a duly organized meeting of the shareholders by
the holders of shares entitled to vote thereon.
2.5 Record Date. The Board of Directors may fix a time, not more
than ninety days prior to the date of any meeting of shareholders, or the date
fixed for the payment of any dividend or distribution, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
shares will be made or go into effect, as a record date for the determination of
the shareholders entitled to notice of, or to vote at, any such meeting, or
entitled to receive payment of any such dividend or distribution, or to receive
any such allotment of rights, or to exercise the rights in respect to any such
change, conversion, or exchange of shares. Only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to notice of, or
to vote at, such meeting
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or to receive payment of such dividend, or to receive such allotment of rights,
or to exercise such rights, as the case may be, notwithstanding any transfer of
any shares on the books of the Corporation after any record date fixed, as
aforesaid.
2.6 Shareholder Communications. Whenever the Corporation has been
unable to communicate with a shareholder for more than 24 consecutive months
because communications to the shareholder are returned unclaimed or the
shareholder has otherwise failed to provide the Corporation with a current
address, the giving of notice to such shareholder pursuant to Section 2.2 of
these By-laws shall not be required. Any action or meeting that is taken or held
without notice or communication to that shareholder shall have the same validity
as if the notice or communication had been duly given. Whenever a shareholder
provides the Corporation with a current address, this Section 2.6 shall cease to
be applicable to such shareholder. The Corporation shall not be required to give
notice to any shareholder pursuant to Section 2.2 of these By-laws if and for so
long as communication with such shareholder is unlawful.
2.7 Participation by Telephone. Unless otherwise provided by a
resolution with respect to a specific meeting or with respect to a class of
meetings, no shareholder may participate in such meeting or meetings of
shareholders by means of conference telephone or other communications equipment
by means of which all persons participating in the meeting can hear one another.
Any notice otherwise required to be given in connection with any meeting at
which participation by conference telephone or other communications equipment is
permitted shall so specify.
2.8 Adjournment. Any regular or special meeting of the shareholders
of the Corporation, including one at which directors are to be elected, may be
adjourned for such period as the shareholders present and entitled to vote shall
direct.
ARTICLE III
DIRECTORS
3.1. Number and Term. The Board shall consist of seven Directors.
Except as provided in Section 3.4 hereof, the Directors shall be elected by the
shareholders. Each Director shall hold office until the next annual meeting of
shareholders or until his earlier death, resignation or removal. Any director
may resign at any time upon written notice to the Corporation. Such resignation
shall be effective upon receipt thereof by the Corporation or at such subsequent
time as shall be specified in the notice of resignation. The Chairman of the
Board shall be elected by the Board and preside at all meetings of the
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shareholders and directors, and in his absence the Board shall designate a
member of the Board to act as chairman at such meeting. The Board may elect a
Vice Chairman of the Board. Unless designated as the Chief Executive Officer
pursuant to Section 4.1 hereof, neither the Chairman of the Board nor Vice
Chairman of the Board shall be an officer of the Corporation.
3.1.2 Nomination by Shareholders. No shareholder shall be
permitted to nominate a candidate for election as a Director at or at any time
after the 1993 Annual Meeting of Shareholders unless such shareholder shall
provide in writing, not later than 120 days before the first anniversary of the
preceding annual meeting of shareholders, to the Nominating Committee of the
Board or in the absence of such committee to the Secretary of the Corporation,
information about such candidate which, were such candidate a nominee of the
Board of Directors for whom the Corporation solicited proxies, would be required
to be disclosed in the proxy materials pursuant to which such proxies would be
solicited as set forth in Items 7-8 of Schedule 14A promulgated by the
Securities and Exchange Commission or any successor provisions.
3.2 Powers. All corporate powers as required or permitted by
applicable law, the Articles of Incorporation or these By-laws shall be
exercised by or under authority of, and the business and affairs of the
Corporation shall be managed under the direction of the Board of Directors.
3.3 Meetings.
3.3.1 Place. Meetings of the Board of Directors shall be held
at the principal office of the Corporation in Philadelphia, Pennsylvania or at
such other place as may be designated by the Board or in the notice of the
meeting.
3.3.2 Regular Meetings. Regular meetings of the Board of
Directors shall be held at least quarterly on such dates and at such time as the
Board may designate. Notice of regular meetings need not be given.
3.3.3 Special Meetings. Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board and shall be
called by him on the written request of three Directors. Notice (which need not
be written) of the time and place of each special meeting shall be given to each
Director at least two days before the meeting.
3.3.4 Quorum. A majority of the Directors in office shall
constitute a quorum for the transaction of business at any meeting. The acts of
a majority of the Directors present and voting at any meeting at which a quorum
is present shall be the acts of the Board of Directors.
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3.3.5 Participation. One or more Directors may participate in
a meeting of the Board or a committee of the Board by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other.
3.4 Vacancies. Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of directors, shall be filled
by vote of a majority of the remaining members of the Board, even if less than a
quorum. Any person selected to fill such a vacancy shall serve until the next
meeting of the shareholders called for the purpose of electing Directors.
3.5 Committees.
3.5.1 Executive Committee. The Board of Directors may, by
resolution adopted by a majority of the entire Board, create an Executive
Committee which shall consist of three or more Directors and shall have and
exercise the authority of the Board over the business of the Corporation between
meetings of the Board, except as restricted by Section 3.5.3 hereof.
3.5.2 Additional Committees. The Board of Directors may, by
resolution adopted by a majority of the entire Board, designate one or more
additional committees, each committee to consist of two or more Directors and
such alternate members (also Directors) as may be designated by the Board. To
the extent provided in such resolution, any such committee shall have and
exercise the powers of the Board of Directors. Unless otherwise determined by
the Board, in the absence or disqualification of any member of a committee the
member or members thereof present at any 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, except as restricted by Section 3.5.3 hereof.
3.5.3 Actions not permitted by Committees. No Committee shall
have power or authority as to the following:
(1) The submission to shareholders of any action requiring
approval of shareholders;
(2) The creation or filling of vacancies in the Board;
(3) The adoption, amendment or repeal of the By-laws;
(4) The amendment or repeal of any resolution of the Board that by
its terms is amendable or repealable only by the Board; or
(5) Action on matters committed by the By-laws or resolution of
the Board to another committee of the Board.
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3.6 Limitation of Liability of Directors.
3.6.1 Fiduciary Duty. A director of this Corporation shall
stand in a fiduciary relation to this Corporation and shall perform his duties
as a director, including his duties as a member of any committee of the Board of
Directors upon which he may serve, in good faith, in a manner he reasonably
believes to be in the best interests of this Corporation, and with such care,
including reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances. In performing his duties, a
director shall be entitled to rely in good faith on information, opinions,
reports or statements, including financial statements and other financial data,
in each case prepared or presented by any of the following:
(1) One or more officers or employees of this Corporation whom the
director reasonably believes to be reliable and competent in
the matters presented.
(2) Counsel, public accountants or other persons as to matters
which the director reasonably believes to be within the
professional or expert competence of such persons.
(3) A committee of the Board of Directors upon which he does not
serve, duly designated in accordance with law, as to matters
within its designated authority, which committee the director
reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he
has knowledge concerning the matter in questions that would cause his reliance
to be unwarranted.
3.6.2 Consideration of all Factors. In discharging the duties
of their respective positions, the Board of Directors, committees of the Board
of Directors and individual directors may, in considering the best interests of
this Corporation, consider the effects of any action upon employees, upon
suppliers and customers of this Corporation and upon communities in which
offices or other establishments of this Corporation are located, and all other
pertinent factors. The consideration of these factors shall not constitute a
violation of Section 3.6 hereof.
3.6.3 Actions. Absent breach of fiduciary duty, lack of good
faith or self-dealing, actions taken as a director or any failure to take any
action shall be presumed to be in the best interests of this Corporation.
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3.6.4 No Personal Liability. A director of this Corporation
shall not be personally liable for monetary damages as such for any action taken
or any failure to take any action unless:
(1) the director has breached or failed to perform the duties of
his office under Sections 3.6.1 through 3.6.3 hereof; and
(2) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.
3.6.5 Governing Law. The provisions of Section 3.6.4 hereof
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.
3.6.6 Shareholder Approval to Amend. Notwithstanding any other
provisions of these By-laws, the approval of shareholders shall be required to
amend, alter, change, repeal or adopt any provision as part of these By-laws
which is inconsistent with the purpose or intent of Sections 3.6.1, 3.6.2,
3.6.3, 3.6.4, 3.6.5 or 3.6.6 of this Article III. The provisions of this Section
3.6 were adopted by shareholders of the Corporation on April 24, 1987.
ARTICLE IV
OFFICERS
4.1 Election. The Board of Directors shall elect a President,
Treasurer, Secretary and such Vice President and other officers and assistant
officers as the board may authorize from time to time. Two or more offices may
be held by the same person. The Directors shall designate either the Chairman of
the Board or the President to be the chief executive officer of the Corporation.
Each officer shall hold office at the pleasure of the Board and until his
successor has been selected and qualified or until his earlier death,
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. Any such resignation shall be effective upon receipt thereof
by the Corporation or at such subsequent time as may be specified in the notice
of resignation.
4.2 President. The President may be designated as the chief
operating officer or the chief executive officer of the
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Corporation. In the absence of the Chairman of the Board, the President shall
preside at all meetings of the Board and of the shareholders and shall perform
the other duties of the Chairman of the Board.
4.3 Chief Executive Officer. The Chief Executive Officer of the
Corporation shall have general supervision over the business of the Corporation
and may perform any act and execute any instrument for the conduct of its
business and he or any officer or employee authorized by him may appoint, remove
or suspend agents or employees of the Corporation and may determine their duties
and compensation.
4.4 Vice President. The Vice President or, if more than one, the
Vice Presidents in the order, if any, established by the Board shall, in the
absence or incapacity of the President, have the authority to exercise all the
powers and perform the duties of the President. The Vice Presidents,
respectively, shall also have such other authority and perform such other duties
as may be provided in the By-laws or as shall be determined by the Board or the
President. Any Vice President may, in the discretion of the Board, be designated
as "executive," "senior," by departmental or functional classification, or chief
operating officer.
4.5 Secretary. The Secretary shall attend all meetings of the Board
and of the shareholders and keep accurate records thereof in one or more minute
books kept for that purpose and shall perform the duties customarily performed
by the secretary of a corporation and such other duties as may be assigned to
him by the Board or the President.
4.6 Treasurer. The Treasurer shall be responsible for the custody of
the corporate funds and securities; shall be responsible for full and accurate
accounts of receipts and disbursements in books belonging to the Corporation;
and shall perform such other duties as may be assigned to him by the Board or
the President.
4.7 Assistant Officers. Each assistant officer shall assist in the
performance of the duties of the officer to whom he is assistant and shall
perform such duties in the absence of the officer. He shall perform such
additional duties as the Board of Directors, the President or the officer to
whom he is assistant may from time to time assign him. Such officers may be
given such functional titles as the Board of Directors shall from time to time
determine.
4.8 Other Officers. The duties of the other officers shall be those
usually related to their officers, except as otherwise prescribed by resolution
of the Board of Directors.
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4.9 Standard of Care. An officer shall perform his duties as an
officer in good faith, in a manner he reasonably believes to be in the best
interests of the Corporation and with such care, including reasonable inquiry,
skill and diligence, as a person of ordinary prudence would use under similar
circumstances. A person who so performs his duties shall not be liable by reason
of having been an officer of the Corporation. The Corporation may secure the
fidelity of any or all of the officers by bond or otherwise at its expense.
4.10 Removal, Vacancies. Any officer or agent of the Corporation may
be removed by the Board with or without cause. The removal shall be without
prejudice to the contract rights, if any, of any person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.
If the office of any officer becomes vacant for any reason, the vacancy may be
filled by the Board of Directors.
ARTICLE V
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
5.1 Indemnification. This Corporation shall indemnify any director
or officer, and may indemnify any other employee or agent, who was or is a party
to, or is threatened to be made a party to or who is called as a witness in
connection with any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, including
an action by or in the right of this Corporation, by reason of the fact that he
is or was a director, officer, employee or agent of this Corporation, or is or
was serving at the request of this Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorney's fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding unless the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
5.2 Non Exclusive Right. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article V shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any By-law, agreement, contract,
vote of shareholders or disinterested directors pursuant to the direction,
howsoever embodied, of any court of competent jurisdiction or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office. It is the policy of this Corporation that indemnification
of, and advancement of expenses to, directors and officers of this Corporation
shall be made to the fullest extent
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permitted by law. To this end, the provisions of this Article V shall be deemed
to have been amended for the benefit of directors and officers of this
Corporation effective immediately upon any modification of the Business
Corporation Law of the Commonwealth of Pennsylvania (the "BCL") or the
Directors' Liability Act of the Commonwealth of Pennsylvania (the "DLA") or any
modification, or adoption of any other law that which expands or enlarges the
power or obligation of corporations organized under the BCL or subject to the
DLA to indemnify, or advance expenses to, directors and officers of this
Corporation.
5.3 Expenses. This Corporation shall pay expenses incurred by an
officer or director, and may pay expenses incurred by any other employee or
agent, in defending a civil or criminal action, suit or proceeding 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 this
Corporation.
5.4 Continuation of Indemnification. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article V
shall, unless otherwise provided when authorized or ratified, 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 person.
5.5 Security for Obligations. This Corporation shall have the
authority to 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, whether arising under these By-laws or otherwise.
This authority shall include, without limitation, the authority to (i) deposit
funds in trust or in escrow, (ii) establish any form of self-insurance, (iii)
secure its indemnity obligation by grant of a security interest, mortgage or
other lien on the assets of this Corporation or (iv) establish a letter of
credit, guaranty or surety arrangement for the benefit of such persons in
connection with the anticipated indemnification or advancement of expenses
contemplated by this Article V. The provisions of this Article V shall not be
deemed to preclude the indemnification of, or advancement of expenses to, any
person who is not specified in Section 5.1 of this Article V but whom this
Corporation has the power or obligation to indemnify, or to advance expenses
for, under the provisions of the BCL [or the DLA or] otherwise. The authority
granted by this Section 5.5 shall be exercised by the Board of Directors of this
Corporation.
5.6 Right to Defend. As soon as practicable after receipt by any
person specified in Section 5.1 of this Article V of notice of the commencement
of any action, suit or proceeding specified in Section 5.1 of this Article V,
such person shall, if
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a claim with respect thereto may be made against this Corporation under Article
V of these By-laws, notify this Corporation in writing of the commencement or
threat thereof; however, the omission so to notify this Corporation shall not
relieve this Corporation from any liability under Article V of these By-laws
unless this Corporation shall have been prejudiced thereby or from any other
liability which it may have to such person other than under Article V of these
By-laws. With respect to any such action as to which such person notifies this
Corporation of the commencement of threat thereof, this Corporation may
participate therein at its own expense and, except as otherwise provided below,
to the extent that it desires, this Corporation jointly with any other
indemnifying party similarly notified, shall be entitled to assume the defense
thereof, with counsel selected by this Corporation to the reasonable
satisfaction of such person. After notice from this Corporation to such person
of its election to assume the defense thereof, this Corporation shall not be
liable to such person under Article V of these By-laws for any legal or other
expenses subsequently incurred by such person in connection with the defense
thereof other than as otherwise provided below. Such person shall have the right
to employ his own counsel in such action, but the fees and expenses of such
counsel incurred after notice from this Corporation of its assumption of the
defense thereof shall be at the expense of such person unless: (i) the
employment of counsel by such person shall have been authorized by this
Corporation; (ii) such person shall have reasonably concluded that there may be
a conflict of interest between this Corporation and such person in the conduct
of the defense of such proceeding or (iii) this Corporation shall not in fact
have employed counsel to assume the defense of such action. This Corporation
shall not be entitled to assume the defense of any proceeding brought by or on
behalf of this Corporation or as to which such person shall have reasonably
concluded that there may be a conflict or interest. If indemnification under
Article V of these By-laws or advancement of expenses are not paid or made by
this Corporation, or on its behalf, within 90 days after a written claim for
indemnification or a request for an advancement of expenses has been received by
the Corporation, such person may, at any time thereafter, bring suit against
this Corporation to recover the unpaid amount of the claim or the advancement of
expenses. The right to indemnification and advancements of expenses provided
hereunder shall be enforceable by such person in any court of competent
jurisdiction. The burden of proving that indemnification is not appropriate
shall be on this Corporation. Expenses reasonably incurred by such person in
connection with successfully establishing the right to indemnification or
advancement of expenses, in whole or in part, shall also be indemnified by this
Corporation.
5.7 Contract. A contract shall exist between this Corporation and
its officers and directors with respect to
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indemnification and advancement of expenses as provided by this Article V and as
otherwise provided by applicable law.
5.8 Amendment. The repeal of Article V, in its entirety, of these
By-laws, or any other alteration or amendment thereof which may impair or
otherwise diminish the protection afforded by such provisions to the persons
described therein, shall be effective only with respect to transactions, actions
or omissions to act by such persons which occur after the effective date of such
repeal or amendment and shall have no effect whatsoever with respect to such
transactions, actions or omissions occurring prior to such effective date.
5.9 Adoption. The provisions of this Article V were adopted by the
shareholders of this Corporation on April 24, 1987.
ARTICLE VI
SHARE CERTIFICATES AND TRANSFERS
6.1 Share Certificates. Every shareholder of record shall be
entitled to a share certificate representing the shares held by him. Every share
certificate shall bear the corporate seal (which may be a facsimile) and the
signature of the President or a Vice President and the Secretary or an Assistant
Secretary or the Treasurer of the Corporation. Where a certificate is signed by
a transfer agent or registrar the signature of any corporate officer may be a
facsimile.
6.2 Transfers. Upon surrender to the Corporation of a share
certificate duly endorsed by the person named in the certificate or by attorney
duly appointed in writing and accompanied where necessary by proper evidence of
succession, assignment or authority to so transfer, and, subject to any
restrictions on transfer as provided on the certificate or in the Articles of
Incorporation, a new certificate shall be issued to the person entitled thereto
and the old certificate shall be cancelled and the transfer recorded on the
appropriate share register of the Corporation. A transferee of shares of the
Corporation shall not be a record holder of such shares entitled to the rights
and benefits associated therewith unless and until the share transfer has been
recorded on the share transfer books of the Corporation. No transfer shall be
made if it would be inconsistent with the provisions of Article 8 of the
Pennsylvania Uniform Commercial Code.
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ARTICLE VII
FISCAL YEAR
7.1 The fiscal year of the Corporation shall begin on the first day
of January of each year and shall end on the following thirty-first day of
December.
ARTICLE VIII
CONTRIBUTIONS
8.1 Contributions. The Board of Directors is authorized to make such
contributions and donations for such public and charitable purposes as may now,
or hereafter, be authorized or permitted under the laws of Pennsylvania.
ARTICLE IX
PROVISIONS OF BUSINESS CORPORATION LAW
NOT APPLICABLE TO THE CORPORATION
9.1 Section 910 of the Pennsylvania Business Corporation Law,
Pennsylvania Statute Annotated Title 15 ss.1910, shall not be applicable to this
Corporation. (Amended June 2, 1988)
9.2 Section 911 of the Pennsylvania Business Corporation Law,
Pennsylvania Statute Annotated Title 15, ss.1911, shall not be applicable to
this Corporation. (Amended June 2, 1988)
9.3 Subsections (d) through (f) of Section 511 of the Business
Corporation Law of 1988, Pennsylvania Statute Annotated Title 15 ss.511(d)
through ss.511(f), shall not be applicable to this Corporation. (Amended May 15,
1990)
9.4 Subsections (e) through (g) of Section 1721 of the Business
Corporation Law of 1988, Pennsylvania Statute Annotated Title 15 ss.1721(e)
through ss.1721(g), shall not be applicable to this Corporation. (Amended May
15, 1990)
9.5 Subchapter G of Chapter 25 of the Business Corporation Law of
1988 shall not be applicable to this Corporation. (Amended May 15, 1990)
9.6 Subchapter H of Chapter 25 of the Business Corporation Law of
1988 shall not be applicable to this Corporation. (Amended May 15, 1990)
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ARTICLE X
AMENDMENTS
10.1 These by-laws may be amended at any regular or special meeting
of the Board of Directors by the vote of a majority of all the Directors in
office or at any annual or special meeting of shareholders by the vote of the
holders of a majority of the outstanding stock entitled to vote. Notice to
shareholders of any such shareholders' meeting shall set forth the proposed
amendment or change or a summary thereof.
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