Exhibit 3.64
BY-LAWS OF
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ARTICLE I - OFFICES
Section 1-1. Registered Office. The registered office of the
corporation shall be located within the Commonwealth of Pennsylvania, at such
place as the Board of Directors shall, from time to time, determine.
Section 1-2. Other Offices. The corporation may also have offices at
such other places, within or without the Commonwealth of Pennsylvania, as the
Board of Directors may, from time to time, determine.
ARTICLE II - SHAREHOLDERS' MEETINGS
Section 2-1. Place of Shareholders' Meetings. Meetings of shareholders
shall be held at such places, within or without the Commonwealth of
Pennsylvania, as may be fixed from time to time by the Board of Directors. If no
such place is fixed by the Board of Directors, meetings of the shareholders
shall be held at the registered office of the corporation.
Section 2-2. Annual Meeting. A meeting of the shareholders of the
corporation shall be held in each calendar year, commencing with the year _____,
on such date and at such time as the Board of Directors may determine.
At such annual meeting, there shall be held an election of Directors.
Unless the Board of Directors shall deem it advisable, financial
reports of the corporation's business need not be sent to the shareholders and
need not be presented at the annual meeting. If any report is deemed advisable
by the Board of Directors, such report may contain such information as the Board
of Directors shall determine and need not be certified by a Certified Public
Accountant unless the Board of Directors shall so direct.
Section 2-3. Special Meetings. Special meetings of the shareholders may
be called at any time by the Chairman of the Board of Directors.
Upon the written request of any person or persons entitled to call a
special meeting, which request shall set forth the purpose for which the meeting
is desired, it shall be the duty of the Secretary to fix the date of such
meeting to be held at such time, not less than five (5) nor more than sixty (60)
days after the receipt of such request, as the Secretary may determine, and to
give due notice thereof. If the Secretary shall neglect or refuse to fix the
date of such meeting and to give notice thereof within five (5) days after
receipt of such request, the person or persons calling the meeting may do so.
Section 2-4. Notices of Shareholders' Meetings. Written notice stating
the date, place and hour and, if required by law or these By-laws, the purpose,
of any meeting of the shareholders, shall be given to each shareholder of record
entitled to vote at the meeting at least five (5) days prior to the day named
for the meeting, unless otherwise required by law. Such notices may be given at
the discretion of, or in the name of, the Board of Directors, President, Vice
President, Secretary or Assistant Secretary. 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 at an adjourned meeting, other than by announcement at
the meeting at which such adjournment is taken.
Section 2-5. Quorum of and Action by Shareholders. Unless otherwise
provided in the Articles of Incorporation or in a By-law adopted by the Board of
Directors at its organization meeting following the filing of the Articles of
Incorporation, the presence, in person or by proxy, of shareholders entitled to
cast at least a majority of the votes which all shareholders are entitled to
cast on the particular matter shall constitute a quorum for the purpose of
considering such matter, and, unless otherwise specifically provided by law, the
acts, at a duly organized meeting of the shareholders present, in person or by
proxy, entitled to cast at least a majority of the votes which all shareholders
present are entitled to cast, shall be the acts of 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.
If a meeting cannot be organized because a quorum has not attended,
those present may, except as otherwise provided by law, adjourn the meeting to
such time and place as they may determine, but in the case of any meeting called
for the election of Directors, those shareholders who attend the second of such
adjourned meetings, although less than a quorum as fixed in this section or in
the Articles of Incorporation, shall nevertheless constitute a quorum for the
purpose of electing Directors.
Section 2-6. Voting. At least five (5) days before any meeting of
shareholders, the officer or agent having charge of the transfer books of the
corporation shall make a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of and the number
of shares held by each, which list shall be kept on file at the registered
office of the corporation and shall be subject to inspection by any shareholder
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting.
At all shareholders' meetings, shareholders entitled to vote may attend
and vote either in person or by proxy. All proxies shall be in writing, executed
by the shareholder or by his duly authorized attorney-in-fact, and shall be
filed with the Secretary of the corporation. A proxy, unless coupled with an
interest, shall be revocable at will, notwithstanding any other agreement or any
provision in the proxy to the contrary, but the revocation of a proxy shall not
be effective until the notice thereof has been given to the Secretary of the
corporation. No unrevoked proxy shall be valid after eleven (11) months from the
date of execution, unless a longer time is expressly provided therein; but in no
event shall a proxy, unless coupled with an interest, be voted on after three
(3) years from the date of its execution.
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Except as otherwise specifically provided by law, all matters coming
before the meeting shall be determined by a vote of shares. Such vote shall be
taken by voice unless a shareholder demands before the election begins that it
be taken by ballot, in which event the vote shall be taken by written ballot,
and the Judge or Judges of Election or, if none, the Secretary of the meeting,
shall tabulate and certify the results of such vote.
Section 2-7. Participation in Meetings by Conference Telephone. Any
shareholder who is otherwise entitled to participate in any meeting of the
shareholders may attend, be counted for the purposes of determining a quorum and
exercise all rights and privileges to which he might be entitled were he
personally in attendance, including the right to vote, by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other.
Section 2-8. Action by Unanimous Consent of Shareholders. Any action
which may be taken at a meeting of the shareholders or a class of shareholders
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 shareholders who would
be entitled to vote at a meeting for such purpose and shall be filed with the
Secretary of the corporation. Insertion in the minute book of the corporation
shall be deemed filing with the Secretary regardless of whether the Secretary or
some other authorized person has actual possession of the minute book. Written
consents by all of the shareholders executed pursuant to this section may be
executed in any number of counterparts and shall be deemed effective as of the
date set forth therein.
Section 2-9. Action by Less than Unanimous Consent of Shareholders.
Only if the Articles of Incorporation so provide, any action which may be taken
at a meeting of the shareholders or of a class of shareholders may be taken
without a meeting, if a consent or consents in writing to such action, setting
forth the action so taken, shall be (a) signed by shareholders entitled to cast
not less than the larger of (i) two-thirds of the total number of votes which
all shareholders of the corporation or of a class of shareholders would be
entitled by the Articles of Incorporation to cast upon such action or (ii) the
minimum percentage of the vote required by law, if any, for the proposed action,
and (b) shall be filed with the Secretary of the corporation. Insertion in the
minute book of the corporation shall be deemed filing with the Secretary
regardless of whether the Secretary or some other authorized person has actual
possession of the minute book. Written consents executed pursuant to this
section may be executed in any number of counterparts. Such action shall not
become effective until after at least ten (10) days' written notice of such
action shall have been given to each shareholder of record entitled to vote
thereon. This paragraph shall not be applicable to any action with respect to
any plan or amendment of the Articles of Incorporation to which Section 515 of
the Pennsylvania Business Corporation Law, concerning dissenters rights, is
applicable.
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ARTICLE III - BOARD OF DIRECTORS
Section 3-1. Number. The Board of Directors shall consist of _________
members. Once elected, Directors shall serve until the next annual meeting of
shareholders and until their successors are duly elected and qualified or until
their earlier resignation or removal.
Section 3-2. Place of Meeting. Meetings of the Board of Directors may
be held at such place within the Commonwealth of 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 3-3. Regular Meetings. A regular meeting of the Board of
Directors shall be held annually, immediately following the annual meeting of
shareholders, at the place where such meeting of the shareholders is held or at
such other place, date and hour as a majority of the newly elected Directors may
designate. At such meeting, the Board of Directors shall elect officers of the
Corporation. In addition to such regular meeting, the Board of Directors shall
have the power to fix by resolution the place, date and hour of other regular
meetings of the Board.
Section 3-4. Special Meetings. Special meetings of the Board of
Directors shall be held whenever ordered by the President, by a majority of the
executive committee, if any, or by a majority of the Directors in office.
Section 3-5. Participation in Meetings by Conference Telephone. Any
Director may participate in any meeting of the Board of Directors or of any
committee (provided he is otherwise entitled to participate), be counted for the
purpose of determining a quorum thereof and exercise all rights and privileges
to which he might be entitled were he personally in attendance, including the
right to vote, by means of conference telephone or other similar communications
equipment by means of which all persons on the meeting can hear each other.
Section 3-6. Notices of Meeting of Board of Directors.
(a) Regular Meetings. No notice shall be required to be given
of any regular meeting, unless the same is held at other than the time or place
for holding such meetings as fixed in accordance with Section 3-3 of these
By-laws, in which event one (1) day's notice shall be given of the time and
place of such meeting.
(b) Special Meetings. Written notice stating the date, place
and hour of any special meeting of the Board of Directors shall be given at
least one (1) day prior to the date named for the meeting.
Section 3-7. Quorum. 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 considered as the acts of the Board of Directors. If there is no quorum
present at a duly convened meeting of the Board of Directors, the majority of
those present may adjourn the meeting from time to time and place to place.
Section 3-8. Informal Action by the Board of Directors. Any action
which may be taken at a meeting of the Directors, or of the members of any
committee of the Board of Directors, 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 members of the committee, as the case may be, and shall
be filed with the Secretary of the corporation. Insertion in the minute book of
the corporation shall be deemed filing with the Secretary regardless of whether
the Secretary or some other authorized person has actual possession of the
minute book. Written consents by all of the Directors or the members of any
committee of the Board of Directors executed pursuant to this section may be
executed in any number of counterparts and shall be deemed effective as of the
date set forth therein.
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Section 3-9. Powers.
(a) General Powers. The Board of Directors shall have all the
power and authority granted by law to the Board, including all powers necessary
or appropriate to the management of the business and affairs of the corporation.
(b) Specific Powers. Without limiting the general powers
conferred by the last preceding clause and the powers conferred by the Articles
and these By-laws of the corporation, it is hereby expressly declared that the
Board of Directors shall have the following powers:
(i) To confer upon any officer or officers of the
corporation the power to choose, remove or suspend assistant officers, agents or
servants.
(ii) To appoint any person, firm or corporation to
accept and hold in trust for the corporation any property belonging to the
corporation or in which it is interested, and to authorize any such person, firm
or corporation to execute any documents and perform any duties that may be
requisite in relation to any such trust.
(iii) To appoint a person or persons to vote shares
of another corporation held and owned by the corporation.
(iv) By resolution adopted by a majority of the whole
Board of Directors, to designate one (1) or more committees, each committee to
consist of two (2) or more of the Directors of the corporation. To the extent
provided in any such resolution, and to the extent permitted by law, a committee
so designated shall have and may exercise the authority of the Board of
Directors in the management of the business and affairs of the corporation. The
Board of Directors may designate one (1) or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. If specifically granted this power by the Board in its
resolution establishing the committee, in the absence or disqualification of any
member and all designated alternates of such committee or committees or if the
whole Board of Directors has failed to designate alternate members, 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.
(v) To fix the place, time and purpose of meetings of
shareholders.
(vi) To fix the compensation of Directors and
officers for their services.
Section 3-10. Removal of Directors by Shareholders. The entire Board of
Directors or a class of the Board of Directors, where the Board of Directors is
classified with respect to the power to elect Directors, or any individual
Director may be removed from office without assigning any cause by the vote of
shareholders entitled to cast at least a majority of the votes which all
shareholders would be entitled to cast at any annual election of Directors or
such class of Directors. In case the Board of Directors or such class of the
Board of Directors or any one or more Directors is so removed, new Directors may
be elected at the same time. If the shareholders are entitled to vote
cumulatively for the Board of Directors or a class of the Board of Directors, no
individual Director shall be removed unless the entire Board of Directors or
class of the Board of Directors is removed in case the votes of a sufficient
number of shares are cast against the resolution for his removal which, if
cumulatively voted at an annual election of Directors would be sufficient to
elect one (1) or more Directors to the Board of Directors or to the class.
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Section 3-11. Vacancies. Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of Directors, may be filled
by a majority of the remaining members of the Board of Directors though less
than a quorum, and each person so elected shall be a Director until his
successor is duly elected by the shareholders, who may make such election at the
next annual meeting of the shareholders or at any special meeting duly called
for that purpose and held prior thereto, or until his earlier resignation or
removal.
ARTICLE IV - OFFICERS
Section 4-1. Election and Office. The corporation shall have a
President, a Secretary and a Treasurer who shall be elected by the Board of
Directors. The Board of Directors may elect as additional officers a Chairman of
the Board of Directors, one (1) or more Vice Presidents, and one (1) or more
other officers or assistant officers. Any number of offices may be held by the
same person.
Section 4-2. Term. The officers and assistant officers shall each serve
at the pleasure of the Board of Directors and until the annual meeting of the
Board of Directors following the next annual meeting of shareholders unless
removed from office by the Board of Directors during their respective tenures.
Section 4-3. Powers and Duties of the Chairman of the Board of
Directors. Unless otherwise determined by the Board of Directors, the Chairman
of the Board of Directors, if any, shall preside at all meetings of Directors.
He shall be the chief operating officer of the corporation and exercise detailed
supervision over the business of the corporation.
Section 4-4. Powers and Duties of the President. President shall do and
perform such duties as from time to time may be assigned to him by the Board of
Directors. He shall preside at all meetings of the shareholders at which he
shall be present, and, unless there is a Chairman of the Board of Directors,
shall preside at all meetings of the Board of Directors.
Section 4-5. Powers and Duties of the Secretary. Unless otherwise
determined by the Board of Directors, the Secretary shall be responsible for the
keeping of the minutes of all meetings of the Board of Directors, shareholders
and all committees, in books provided for that purpose, and for the giving and
serving of all notices for the corporation. He shall have charge of the
corporate seal, the certificate books, transfer books and stock ledgers, and
such other books and papers as the Board of Directors may direct. He shall
perform all other duties ordinarily 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 4-6. Powers and Duties of the Treasurer. Unless otherwise
determined by the Board of Directors, the Treasurer shall have charge of all the
funds and securities of the corporation which may come into his hands. When
necessary or proper, unless otherwise determined by the Board of Directors, he
shall endorse for collection on behalf of the corporation checks, notes, and
other obligations, and shall deposit the same to the credit of the corporation
in such banks or depositories as the Board of Directors may designate and shall
sign all receipts and vouchers for payments made to the corporation. He shall
sign all checks made by the corporation, except when the Board of Directors
shall otherwise direct. He shall be responsible for the regular entry in books
of the corporation to be kept for such purpose, full and accurate account of all
funds and securities received and paid by him on account of the corporation.
Whenever required by the Board of Directors, he shall render a statement of the
financial condition of the corporation. 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, if any, for the faithful
performance of his duties as shall be required by the Board of Directors and any
such bond shall remain in the custody of the President.
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Section 4-7. Powers and Duties of Vice Presidents and Assistant
Officers. Unless otherwise determined by the Board of Directors, each Vice
President and each assistant officer shall have the powers and perform the
duties of his respective superior officer. Vice Presidents and assistant
officers shall have such rank as may be designated by the Board of Directors.
Vice Presidents may be designated as having responsibility for a specific area
of the corporation's affairs, in which event such Vice President shall be
superior to the other Vice Presidents in relation to matters within his area.
The President shall be the superior officer of the Vice Presidents. The
Treasurer and Secretary shall be the superior officers of the Assistant
Treasurers and Assistant Secretaries, respectively.
Section 4-8. Delegation of Office. The Board of Directors may delegate
the powers or duties of any officer of the corporation to any other person from
time to time.
Section 4-9. Vacancies. The Board of Directors shall have the power to
fill any vacancies in any office occurring from whatever reason.
ARTICLE V - CAPITAL STOCK
Section 5-1. Share Certificates. Every share certificate shall be
signed by the Chairman of the Board or the President or Vice President and by
the Treasurer, Assistant Treasurer, Secretary or Assistant Secretary and sealed
with the corporate seal, which may be a facsimile, engraved or printed, but
where such certificate is signed by a transfer agent or a registrar, the
signature of any corporate officer upon such certificate may be a facsimile,
engraved or printed.
Section 5-2. Transfer of Shares. Transfer of shares shall be made on
the books of the corporation only upon surrender of the share certificate, duly
endorsed or with duly executed stock powers attached and otherwise in proper
form for transfer, which certificate shall be cancelled at the time of the
transfer.
Section 5-3. Determination of Shareholders of Record and Closing
Transfer Books. The Board of Directors may fix a time, not more than fifty (50)
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 or otherwise. In such case, 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, 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. The Board of Directors may
close the books of the corporation against transfers of shares during the whole
or any part of such period, and, in such case, written or printed notice thereof
shall be mailed at least ten (10) days before the closing thereof to each
shareholder of record at the address appearing on the records of the corporation
or supplied by him to the corporation for the purpose of notice. While the stock
transfer books of the corporation are closed, no transfer of shares shall be
made thereon. Unless a record date is fixed by the Board of Directors for the
determination of shareholders entitled to receive notice of, or vote at, a
shareholders' meeting, transferees of shares which are transferred on the books
of the corporation within ten (10) days next preceding the date of such meeting
shall not be entitled to notice of or to vote at such meeting. The corporation
may treat the registered owner of each share of stock as the person exclusively
entitled to vote, to receive notifications and otherwise to exercise all the
rights and powers of the owner thereof.
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Section 5-4. Lost Share Certificates. Unless waived in whole or in part
by the Board of Directors, any person requesting the issuance of a new
certificate in lieu of an alleged lost, destroyed, mislaid or wrongfully taken
certificate, shall (a) give to the corporation his bond of indemnity with an
acceptable surety; and (b) satisfy such other reasonable requirements as may be
imposed by the corporation. Thereupon, a new share certificate shall be issued
to the registered owner or his assigns in lieu of the alleged lost, destroyed,
mislaid or wrongfully taken certificate, provided that the request therefor and
issuance thereof have been made before the corporation has notice that such
shares have been acquired by a bona fide purchaser.
ARTICLE VI - NOTICES; COMPUTING TIME PERIODS
Section 6-1. Contents of Notice. Whenever any notice of a meeting is
required to be given pursuant to these By-laws or the Articles of Incorporation
or otherwise, the notice shall specify the place, day and hour of the meeting
and, in the case of a special meeting of shareholders or where otherwise
required by law, the general nature of the business to be transacted at such
meeting.
Section 6-2. Method of Notice. All notices shall be given to each
person entitled thereto, either personally or by sending a copy thereof through
the mail or by telegraph, charges prepaid, to his address appearing on the books
of the corporation, or supplied by him to the corporation for the purpose of
notice. If notice is sent by mail or telegraph, it shall be deemed to have been
given to the person entitled thereto when deposited in the United States Mail or
with the telegraph office for transmission.
Section 6-3. Computing Time Periods. In computing the number of days
for purposes of these By-laws, all days shall be counted, including Saturdays,
Sundays or holidays; provided, however, that if the final day of any time period
falls on a Saturday, Sunday or holiday, then the final day shall be deemed to be
the next day which is not a Saturday, Sunday or holiday. In computing the number
of days for the purpose of giving notice of any meeting, the date upon which the
notice is given shall be counted but the day set for the meeting shall not be
counted. Notice given twenty-four (24) hours before the time set for a meeting
shall be deemed one (1) day's notice.
ARTICLE VII.
RESOLVED THAT ARTICLE VII of the Company's By-laws be and it
hereby is deleted and replaced in its entirety as follows:
ARTICLE VII - LIMITATION OF DIRECTORS' LIABILITY AND
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
Section 7-1. Limitation of Directors' Liability. No Director of the
corporation shall be personally liable for monetary damages as such for any
action taken or any failure to take any action unless: (a) the Director has
breached or failed to perform the duties of his or her office under Section 8363
of the Pennsylvania Directors' Liability Act (relating to standard of care and
justifiable reliance), and (b) the breach or failure to perform constitutes
self-dealing, wilful misconduct or recklessness; provided, however, that the
provisions of this Section shall not apply to the responsibility or liability of
a Director pursuant to any criminal statute, or to the liability of a Director
for the payment of taxes pursuant to local, State or Federal law. This Section
shall be applicable to any action taken and any failure to take any action on or
after January 27, 1987.
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Section 7-2. Indemnification and Insurance.
(a) Indemnification of Directors and Officers.
(i) Each Indemnitee (as defined below) shall be
indemnified and held harmless by the corporation for all actions taken by him or
her and for all failures to take action (regardless of the date of any such
action or failure to take action) to the fullest extent permitted by
Pennsylvania law against all expense, liability and loss (including without
limitation attorneys' fees, judgments, fines, taxes, penalties, and amounts paid
or to be paid in settlement) reasonably incurred or suffered by the Indemnitee
in connection with any Proceeding (as defined below). No indemnification
pursuant to this Section shall be made, however, in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted wilful misconduct or recklessness.
(ii) The right to indemnification provided in this
Section shall include the right to have the expenses incurred by the Indemnitee
in defending any Proceeding paid by the corporation in advance of the final
disposition of the Proceeding to the fullest extent permitted by Pennsylvania
law; provided that, if Pennsylvania law continues so to require, the payment of
such expenses incurred by the Indemnitee in advance of the final disposition of
a Proceeding shall be made only upon delivery to the corporation of an
undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced
without interest if it shall ultimately be determined that the Indemnitee is not
entitled to be indemnified under this Section or otherwise.
(iii) Indemnification pursuant to this Section shall
continue as to an Indemnitee who has ceased to be a Director or officer and
shall inure to the benefit of his or her heirs, executors and administrators.
(iv) For purposes of this Article, (A) "Indemnitee"
shall mean each Director or officer of the corporation who was or is a party to,
or is threatened to be made a party to, or is otherwise involved in, any
Proceeding, by reason of the fact that he or she is or was a Director or officer
of the corporation or is or was serving in any capacity at the request or for
the benefit of the corporation as a Director, officer, employee, agent, partner,
or fiduciary of, or in any other capacity for, another corporation or any
partnership, joint venture, trust, employee benefit plan, or other enterprise;
and (B) "Proceeding" shall mean any threatened, pending or completed action,
suit or proceeding (including without limitation an action, suit or proceeding
by or in the right of the corporation), whether civil, criminal, administrative
or investigative.
(b) Indemnification-of Employees and other Persons. The
corporation may, by action of its Board of Directors and to the-extent provided
in such action, indemnify employees and other persons as though they were
Indemnitees.
(c) Non-Exclusivity of Rights. The rights to indemnification
and to the advancement of expenses provided in this Article shall not be
exclusive of any other rights that any person may have or hereafter acquire
under any statute, provision of the corporation's Articles of Incorporation or
By-laws, agreement, vote of shareholders or Directors, or otherwise.
(d) Insurance. The corporation may purchase and maintain
insurance, at its expense, for the benefit of itself and any person on behalf of
whom insurance is permitted to be purchased by Pennsylvania law against any
expense, liability or loss, whether or not the corporation would have the power
to indemnify such person under Pennsylvania or other law. The corporation may
also purchase and maintain insurance to insure its indemnification obligations
whether arising hereunder or otherwise.
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(e) Fund For Payment of Expenses. 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 in any manner its indemnification obligations, whether
arising hereunder, under the Articles of Incorporation, by agreement, vote of
shareholders or Directors, or otherwise.
Section 7-3. Amendment. The provisions of this Article relating to the
limitation of Directors' liability, to indemnification and to the advancement of
expenses shall constitute a contract between the corporation and each of its
Directors and officers which may be modified as to any Director or officer only
with that person's consent or as specifically provided in this Section.
Notwithstanding any other provision of these By-laws relating to their amendment
generally, any repeal or amendment of this Article which is adverse to any
Director or officer shall apply to such Director or officer only on a
prospective basis, and shall not reduce any limitation on the personal liability
of a Director of the corporation, or limit the rights of an Indemnitee to
indemnification or to the advancement of expenses with respect to any action or
failure to act occurring prior to the time of such repeal or amendment.
Notwithstanding any other provision of these By-laws, no repeal of amendment of
these By-laws shall affect any or all of this Article so as to reduce or limit
indemnification or the advancement of expenses in any manner unless adopted by
(a) the unanimous vote of the Directors of the corporation then serving, or (b)
the affirmative vote of Shareholders entitled to cast at least eighty percent
(80%) of the votes that all shareholders are entitled to cast in the election of
Directors; provided that no such amendment shall have retroactive effect
inconsistent with the preceding sentence.
Section 7-4. Changes in Pennsylvania Law. References in this Article to
Pennsylvania law or to any provision thereof shall be to such law (including
without limitation the Directors' Liability Act) as it existed on the date this
Article was adopted or as such law thereafter may be changed; provided that (a)
in the case of any change which expands the liability of Directors or limits the
indemnification rights or the rights to advancement of expenses which the
corporation may provide, the rights to limited liability, to indemnification and
to the advancement of expenses provided in this Article shall continue as
theretofore to the extent permitted by law; and (b) if such change permits the
corporation without the requirement of any further action by shareholders or
Directors to limit further the liability of Directors (or limit the liability of
officers) or to provide broader indemnification rights or rights to the
advancement of expenses than the corporation was permitted to provide prior to
such change, then liability thereupon shall be so limited and the rights to
indemnification and the advancement of expenses shall be so broadened to the
extent permitted by law.
RESOLVED, that the foregoing amendment to Article VII of the
By-laws is not intended to, and shall not, diminish any rights
of any person to indemnification and related matters, with
respect to acts taken or not taken by such person prior to the
date hereof, which such person would have had if Article VII
of the By-laws had not been amended.
ARTICLE VIII - FISCAL YEAR
The Board of Directors shall have the power by resolution to fix the
fiscal year of the corporation. If the Board of Directors shall fail to do so,
the President shall fix the fiscal year.
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ARTICLE IX - AMENDMENTS
The shareholders entitled to vote thereon shall have the power to
alter, amend, or repeal these By-laws, by the vote of shareholders entitled to
cast at least a majority of the votes which all shareholders are entitled to
cast thereon, at any regular or special meeting, duly convened after notice to
the shareholders of such purpose. The Board of Directors, by a majority vote of
those voting, shall have the power to alter, amend, and repeal these By-laws, at
any regular or special meeting duly convened after notice of such purpose,
subject always to the power of the shareholders to further alter, amend or
repeal these By-laws.
ARTICLE X - INTERPRETATION OF BY-LAWS
All words, terms and provisions of these By-laws shall be interpreted
and defined by and in accordance with the Pennsylvania Business Corporation Law,
as amended, and as amended from time to time hereafter.
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