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EXHIBIT 3-2
PECO ENERGY COMPANY
B Y L A W S
ARTICLE I
Offices and Fiscal Year
Section 1.01. Registered Office.--The registered office of
the corporation in the Commonwealth of Pennsylvania shall be at
2301 Market Street, Philadelphia, Pennsylvania 19101 until
otherwise established by an amendment of the articles or by the
board of directors and a record of such change is filed with the
Department of State in the manner provided by law.
Section 1.02. 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
appoint or the business of the corporation may require.
Section 1.03. Fiscal Year.--The fiscal year of the
corporation shall begin on the first day of January in each year.
ARTICLE II
Notice - Waivers - Meetings Generally
Section 2.01. Manner of Giving Notice.
(a) General Rule.--Whenever written notice is required to
be given to any person under the provisions of the Business
Corporation Law or by the articles or these bylaws, it may be
given to the person either personally or by sending a copy
thereof by first class or express mail, postage prepaid, or by
telegram (with messenger services specified), telex or TWX (with
answerback received) or courier service, charges prepaid, or by
facsimile transmission, to the address (or to the telex, TWX or
facsimile transmission telephone number) of the person appearing
on the books of the corporation or, in the case of directors,
supplied by the director to the corporation for the purpose of
notice. If the notice is sent by mail, telegraph or courier
service, it shall be deemed to have been given to the person
entitled thereto when deposited in the United States mail or with
a telegraph office or courier service for delivery to that person
or, in the case of telex or TWX, when dispatched or, in the case
of facsimile transmission, when received. A notice of meeting
shall specify the place, day and hour of the meeting and any
other information required by any other provision of the Business
Corporation Law, the articles or these bylaws.
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(b) Adjourned Shareholder Meetings.--When a meeting of
shareholders 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 the adjournment is taken, unless the board
fixes a new record date for the adjourned meeting.
Section 2.02. Notice of Meetings of the Board of
Directors.--Notice of a regular meeting of the board of directors
need not be given. Notice of every special meeting of the board
of directors shall be given to each director by telephone or in
writing at least 24 hours (in the case of notice by telephone,
telex, TWX or facsimile transmission) or 48 hours (in the case of
notice by telegraph, courier service or express mail) or five
days (in the case of notice by first class mail) before the time
at which the meeting is to be held. Every such notice shall
state the time and place of the meeting. Neither the business to
be transacted at, nor the purpose of, any regular or special
meeting of the board need be specified in a notice of the
meeting.
Section 2.03. Notice of Meetings of Shareholders.
(a) General Rule.-- Written notice of every meeting of the
shareholders shall be given by, or at the direction of, the
secretary to each shareholder of record entitled to vote at the
meeting at least ten days prior to the day named for a meeting
called to consider amendment of the articles or adoption of a
plan of merger, consolidation, exchange, asset, transfer,
division or conversion or adoption of a proposal of dissolution,
or five days prior to the day named for the meeting in any other
case. If the secretary neglects or refuses to give notice of a
meeting, the person or persons calling the meeting may do so. In
the case of a special meeting of shareholders, the notice shall
specify the general nature of the business to be transacted.
(b) Notice of Action by Shareholders on Bylaws.--In the
case of a meeting of shareholders that has as one of its purposes
action on the bylaws, written notice shall be given to each
shareholder that the purpose, or one of the purposes, of the
meeting is to consider the adoption, amendment or repeal of the
bylaws. There shall be included in, or enclosed with, the notice
a copy of the proposed amendment or a summary of the changes to
be effected thereby.
Section 2.04. Waiver of Notice.
(a) Written Waiver.--Whenever any written notice is
required to be given under the provisions of the Business
Corporation Law, the articles or these bylaws, a waiver thereof
in writing, signed by the person or persons entitled to the
notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of the notice. Except as
otherwise required by this subsection, neither the business to be
transacted at, nor the purpose of, a meeting need be specified in
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the waiver of notice of the meeting. In the case of a special
meeting of shareholders, the waiver of notice shall specify the
general nature of the business to be transacted.
(b) Waiver by Attendance.--Attendance of a person at any
meeting shall constitute a waiver of notice of the meeting except
where a person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of
any business because the meeting was not lawfully called or
convened.
Section 2.05. Modification of Proposal Contained in
Notice.--Whenever the language of a proposed resolution is
included in a written notice of a meeting required to be given
under the provisions of the Business Corporation Law or the
articles or these bylaws, the meeting considering the resolution
may without further notice adopt it with such clarifying or other
amendments as do not enlarge its original purpose.
Section 2.06. Exception to Requirement of Notice.
(a) General Rule.--Whenever any notice or communication is
required to be given to any person under the provisions of the
Business Corporation Law or by the articles or these bylaws or by
the terms of any agreement or other instrument or as a condition
precedent to taking any corporate action and communication with
that person is then unlawful, the giving of the notice or
communication to that person shall not be required.
(b) Shareholders Without Forwarding Addresses.--Notice or
other communications shall not be sent to any shareholder with
whom the corporation has been unable to communicate 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. Whenever the
shareholder provides the corporation with a current address, the
corporation shall commence sending notices and other
communications to the shareholder in the same manner as to other
shareholders.
Section 2.07. Use of Conference Telephone and Similar
Equipment.--Any director may participate in any meeting of the
board of directors, and the board of directors may provide by
resolution with respect to a specific meeting or with respect to
a class of meetings that one or more persons may participate in a
meeting of the shareholders of the corporation, by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other. Participation in a meeting pursuant to this section shall
constitute presence in person at the meeting.
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ARTICLE III
Shareholders
Section 3.01. Place of Meeting.--All meetings of the
shareholders of the corporation shall be held at the registered
office of the corporation unless another place is designated by
the board of directors in the notice of a meeting.
Section 3.02. Annual Meeting.--The board of directors may
fix and designate the date and time of the annual meeting of the
shareholders, but if no such date and time is fixed and
designated by the board, the meeting for any calendar year shall
be held on the second Wednesday in April in such year, if not a
legal holiday under the laws of Pennsylvania, and, if a legal
holiday, then on the next succeeding business day, not a
Saturday, at 10:30 o'clock a.m., and at said meeting the
shareholders then entitled to vote shall elect directors and
shall transact such other business as may properly be brought
before the meeting. If the annual meeting shall not have been
called and held within six months after the designated time, any
shareholder may call the meeting at any time thereafter.
Section 3.03. Special Meetings.--Special meetings of the
shareholders may be called at any time by resolution of the board
of directors, which may fix the date, time and place of the
meeting, and shall be called as provided in the terms of the
Preferred Stock. If the board does not fix the date, time or
place of the meeting, it shall be the duty of the secretary to do
so. A date fixed by the secretary shall not be more than 60 days
after the date of the adoption of the resolution of the board
calling the special meeting.
Section 3.04. Quorum and Adjournment.
(a) General Rule.--A meeting of the shareholders of the
corporation duly called shall not be organized for the
transaction of business unless a quorum is present. Except as
otherwise provided in the terms of the Preferred Stock, the
presence of shareholders entitled to cast at least a majority of
the votes that all shareholders are entitled to cast on a
particular matter to be acted upon at the meeting shall
constitute a quorum for the purposes of consideration and action
on the matter. Shares of the corporation owned, directly or
indirectly, by it and controlled, directly or indirectly, by the
board of directors of this corporation, as such, shall not be
counted in determining the total number of outstanding shares for
quorum purposes at any given time.
(b) Withdrawal of a Quorum.--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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(c) Adjournments Generally.--Any regular or special meeting
of the shareholders, including one at which directors are to be
elected and one which cannot be organized because a quorum has
not attended, may be adjourned for such period and to such place
as the shareholders present and entitled to vote shall direct.
(d) Electing Directors at Adjourned Meeting.--Those
shareholders entitled to vote who attend a meeting called for the
election of directors that has been previously adjourned for lack
of a quorum, although less than a quorum as fixed in this
section, shall nevertheless constitute a quorum for the purpose
of electing directors.
(e) Other Action in Absence of Quorum.--Those shareholders
entitled to vote who attend a meeting of shareholders that has
been previously adjourned for one or more periods aggregating at
least 15 days because of an absence of a quorum, although less
than a quorum as fixed in this section, shall nevertheless
constitute a quorum for the purpose of acting upon any matter set
forth in the notice of the meeting if the notice states that
those shareholders who attend the adjourned meeting shall
nevertheless constitute a quorum for the purpose of acting upon
the matter.
Section 3.05. Action by Shareholders.--Except as otherwise
provided in the Business Corporation Law or the articles or these
bylaws, whenever any corporate action is to be taken by vote of
the shareholders of the corporation, it shall be authorized by a
majority of the votes cast at a duly organized meeting of
shareholders by the holders of shares entitled to vote thereon.
Except as otherwise provided in the terms of the Preferred Stock
or when acting by unanimous consent to remove a director or
directors, the shareholders of the corporation may act only at a
duly organized meeting.
Section 3.06. Organization.--At every meeting of the
shareholders, the chairman of the board, if there be one, or, in
the case of vacancy in office or absence of the chairman of the
board, one of the following officers present in the order stated:
the vice chairman of the board, if there be one, the president,
the vice presidents in their order of rank and seniority, or a
person chose by vote of the shareholders present, shall act as
chairman of the meeting. The secretary or, in the absence of the
secretary, an assistant secretary, or, in the absence of both the
secretary and assistant secretaries, a person appointed by the
chairman of the meeting, shall act as secretary of the meeting.
Section 3.07. Voting Rights of Shareholders.--Unless
otherwise provided in the articles, every shareholder of the
corporation shall be entitled to one vote for every share
standing in the name of the shareholder on the books of the
corporation.
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Section 3.08. Voting and other Action by Proxy.
(a) General Rule.--
(1) Every shareholder entitled to vote at a meeting of
shareholders may authorize another person to act for the
shareholder by proxy.
(2) The presence of, or vote or other action at a
meeting of shareholders by a proxy of a shareholder shall
constitute the presence of, or vote or action by the
shareholder.
(3) Where two or more proxies of a shareholder are
present, the corporation shall, unless otherwise expressly
provided in the proxy, accept as the vote of all shares
represented thereby the vote cast by a majority of them and,
if a majority of the proxies cannot agree whether the shares
represented shall be voted, or upon the manner of voting the
shares, the voting of the shares shall be divided equally
among those persons.
(b) Minimum Requirements.--Every proxy shall be executed in
writing by the shareholder or by the duly authorized attorney-in-
fact of the shareholder and 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 written notice thereof has
been given to the secretary of the corporation. An unrevoked
proxy shall not be valid after three years from the date of its
execution unless a longer time is expressly provided therein. A
proxy shall not be revoked by the death or incapacity of the
maker unless, before the vote is counted or the authority is
exercised, written notice of the death or incapacity is given to
the secretary of the corporation.
(c) Expenses.--The corporation shall pay the reasonable
expenses of solicitation of votes or proxies of shareholders by
or on behalf of the board of directors or its nominees for
election to the board, including solicitation by professional
proxy solicitors and otherwise.
Section 3.09. Voting by Fiduciaries and Pledgees.--Shares
of the corporation standing in the name of a trustee or other
fiduciary and shares held by an assignee for the benefit of
creditors or by a receiver may be voted by the trustee,
fiduciary, assignee or receiver. A shareholder whose shares are
pledged shall be entitled to vote the shares until the shares
have been transferred into the name of the pledgee, or a nominee
of the pledgee, but nothing in this section shall affect the
validity of a proxy given to a pledgee or nominee.
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Section 3.10. Voting by Joint Holders of Shares.
(a) General Rule.--Where shares of the corporation are held
jointly or as tenants in common by two or more persons, as
fiduciaries or otherwise:
(1) if only one or more of such persons is present in
person or by proxy, all of the shares standing in the names
of such persons shall be deemed to be represented for the
purpose of determining a quorum and the corporation shall
accept as the vote of all the shares the vote cast by a
joint owner or a majority of them; and
(2) if the persons are equally divided upon whether
the shares held by them shall be voted or upon the manner of
voting the shares, the voting of the shares shall be divided
equally among the persons without prejudice to the rights of
the joint owners or the beneficial owners thereof among
themselves.
(b) Exception.--If there has been filed with the secretary
of the corporation a copy, certified by an attorney-at-law to be
correct, of the relevant portions of the agreement under which
the shares are held or the instrument by which the trust or
estate was created or the order of court appointing them or of an
order of court directing the voting of the shares, the persons
specified as having such voting power in the document latest in
date of operative effect so filed, and only those persons, shall
be entitled to vote the shares but only in accordance therewith.
Section 3.11. Voting by Corporations.
(a) Voting by Corporate Shareholders.--Any corporation that
is a shareholder of this corporation may vote at meetings of
shareholders of this corporation by any of its officers or
agents, or by proxy appointed by any officer or agent, unless
some other person, by resolution of the board of directors of the
other corporation or a provision of its articles or bylaws, a
copy of which resolution or provision certified to be correct by
one of its officers has been filed with the secretary of this
corporation, is appointed its general or special proxy in which
case that person shall be entitled to vote the shares.
(b) Controlled Shares.--Shares of this corporation owned,
directly or indirectly, by it and controlled, directly or
indirectly, by the board of directors of this corporation, as
such, shall not be voted at any meeting and shall not be counted
in determining the total number of outstanding shares for voting
purposes at any given time.
Section 3.12. Determination of Shareholders of Record.
(a) Fixing Record Date.--The board of directors may fix a
time prior to the date of any meeting of shareholders as a record
date for the determination of the shareholders entitled to notice
of, or to vote at, the meeting, which time, except as otherwise
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provided in the articles or in the case of an adjourned meeting,
shall be not more than 90 days prior to the date of the meeting
of shareholders. Only shareholders of record on the date fixed
shall be so entitled notwithstanding any transfer of shares on
the books of the corporation after any record date fixed as
provided in this subsection. The board of directors may
similarly fix a record date for the determination of shareholders
of record for any other purpose, except that the record date
fixed to determine the holders of Preferred Stock entitled to
receive dividends thereon shall not precede the respective
dividend payment date by more than 40 days. When a determination
of shareholders of record has been made as provided in this
section for purposes of a meeting, the determination shall apply
to any adjournment thereof unless the board fixes a new record
date for the adjourned meeting.
(b) Determining When a Record Date is Not Fixed.--If a
record date is not fixed:
(1) The record date for determining shareholders
entitled to notice of, or to vote at, a meeting of
shareholders shall be at the close of business on the day
next preceding the day on which notice is given.
(2) The record date for determining shareholders for
any other purpose shall be at the close of business on the
day on which the board of directors adopts the resolution
relating thereto.
(c) Certification by Nominee.--The board of directors may
adopt a procedure whereby a shareholder of the corporation may
certify in writing to the corporation that all or a portion of
the shares registered in the name of the shareholder are held for
the account of a specified person or persons. Upon receipt by
the corporation of a certification complying with the procedure,
the persons specified in the certification shall be deemed, for
the purposes set forth in the certification, to be the holders of
record of the number of shares specified in place of the
shareholder making the certification.
Section 3.13. Voting Lists.
(a) General Rule.--The officer or agent having charge of
the transfer books for shares of the corporation shall make a
complete list of the shareholders entitled to vote at any meeting
of shareholders, arranged in alphabetical order, with the address
of and the number of shares held by each. The list shall 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 for the purposes thereof except that,
if the corporation has 5,000 or more shareholders, in lieu of the
making of the list the corporation may make the information
therein available at the meeting by any other means.
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(b) Effect of List.--Failure to comply with the
requirements of this section shall not affect the validity of any
action taken at a meeting prior to a demand at the meeting by any
shareholder entitled to vote thereat to examine the list. The
original share register or transfer book, or a duplicate thereof
kept in the Commonwealth of Pennsylvania, shall be prima facie
evidence as to who are the shareholders entitled to examine the
list or share register or transfer book or to vote at any meeting
of shareholders.
Section 3.14. Judges of Election.
(a) Appointment.--In advance of any meeting of shareholders
of the corporation, the board of directors may appoint judges of
election, who need not be shareholders, to act at the meeting or
any adjournment thereof. If judges of election are not so
appointed, the presiding officer of the meeting may, and on the
request of any shareholder shall, appoint judges of election at
the meeting. The number of judges shall be one or three. A
person who is a candidate for an office to be filled at the
meeting shall not act as a judge.
(b) Vacancies.--In case any person appointed as a judge
fails to appear or fails or refuses to act, the vacancy may be
filled by appointment made by the board of directors in advance
of the convening of the meeting or at the meeting by the
presiding officer thereof.
(c) Duties.--The judges of election shall determine the
number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, and
the authenticity, validity and effect of proxies, receive votes
or ballots, hear and determine all challenges and questions in
any way arising in connection with nominations by shareholders or
the right to vote, count and tabulate all votes, determine the
result and do such acts as may be proper to conduct the election
or vote with fairness to all shareholders. The judges of
election shall perform their duties impartially, in good faith,
to the best of their ability and as expeditiously as is
practical. If there are three judges of election, the decision,
act or certificate of a majority shall be effective in all
respects as the decision, act or certificate of all.
(d) Report.--On request of the presiding officer of the
meeting or of any shareholder, 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. Any
report or certificate made by them shall be prima facie evidence
of the facts stated therein.
Section 3.15. Minors as Security Holders.--The corporation
may treat a minor who holds shares or obligations of the
corporation as having capacity to receive and to empower others
to receive dividends, interest, principal and other payments or
distributions, to vote or express consent or dissent and to make
elections and exercise rights relating to such shares or
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obligations unless, in the case of payments or distributions on
shares, the corporate officer responsible for maintaining the
list of shareholders or the transfer agent of the corporation or,
in the case of payments or distributions on obligations, the
treasurer or paying officer or agent has received written notice
that the holder is a minor.
ARTICLE IV
Board of Directors
Section 4.01. Powers.
(a) General Rule.--Unless otherwise provided by statute,
all powers vested by law in the corporation shall be exercised by
or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of, the board of
directors.
(b) Personal Liability of Directors.--
(1) A director shall not be personally liable, as
such, for monetary damages for any action taken, or any
failure to take any action, unless:
(i) the director has breached or failed to
perform the duties of his or her office under 15
Pa.C.S. Sections 511 and 1721 and 42 Pa.C.S. Section 8363; and
(ii) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.
(2) The provisions of paragraph (1) shall not apply to
the responsibility or liability of a director pursuant to
any criminal statute, or the liability of a director for the
payment of taxes pursuant to local, State or Federal law.
Section 4.02. Qualifications and Selection of Directors.
(a) Qualifications.--Each director of the corporation shall
be a natural person of full age who need not be a resident of the
Commonwealth of Pennsylvania or a shareholder of the corporation.
(b) Notice of Certain Nominations Required.--Nominations
for election of directors may be made by any shareholder entitled
to vote for the election of directors if written notice (the
"Notice") of the shareholder's intent to nominate a director at
the meeting is given by the shareholder and received by the
secretary of the corporation in the manner and within the time
specified in this section. The Notice shall be delivered to the
secretary of the corporation not less than 14 days nor more than
50 days prior to any meeting of the shareholders called for the
election of directors; except that if less than 21 days' notice
of the meeting is given to shareholders, the Notice shall be
delivered to the secretary of the corporation not later than the
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earlier of the seventh day following the day on which notice of
the meeting was first mailed to shareholders or the fourth day
prior to the meeting. In lieu of delivery to the secretary, the
Notice may be mailed to the secretary by certified mail, return
receipt requested, but shall be deemed to have been given only
upon actual receipt by the secretary. The requirements of this
subsection shall not apply to a nomination for directors made to
the shareholders by the board of directors.
(c) Contents of Notice.--The Notice shall be in writing and
shall contain or be accompanied by:
(1) the name and residence address of the nominating
shareholder;
(2) a representation that the shareholder is a holder
of record of voting stock of the corporation and intends to
appear in person or by proxy at the meeting to nominate the
person or persons specified in the Notice;
(3) such information regarding each nominee as would
have been required to be included in a proxy statement filed
pursuant to Regulation 14A of the rules and regulations
established by the Securities and Exchange Commission under
the Securities Exchange Act of 1934 (or pursuant to any
successor act or regulation) had proxies been solicited with
respect to such nominee by the management or board of
directors of the corporation;
(4) a description of all arrangements or
understandings among the shareholder and each nominee and
any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be
made by the shareholder; and
(5) the consent of each nominee to serve as a director
of the corporation if so elected.
(d) Determination of Compliance.--If a judge or judges of
election shall not have been appointed pursuant to these bylaws,
the chairman of the meeting may, if the facts warrant, determine
and declare to the meeting that any nomination made at the
meeting was not made in accordance with the procedures of this
section and, in such event, the nomination shall be disregarded.
Any decision by the chairman of the meeting made in good faith
shall be conclusive and binding upon all shareholders of the
corporation for any purpose.
(e) Election of Directors.--Except as otherwise provided in
these bylaws, directors of the corporation shall be elected by
the shareholders. In elections for directors, voting need not be
by ballot, except upon demand made by a shareholder entitled to
vote at the election and before voting begins. The candidates
receiving the highest number of votes from each class or group of
classes, if any, entitled to elect directors separately up to the
number of directors to be elected by the class or group of
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classes shall be elected. If at any meeting of shareholders,
directors of more than one class are to be elected, each class of
directors shall be elected in a separate election.
Section 4.03. Number and Term of Office.
(a) Number.--The board of directors shall consist of such
number of directors as may be determined from time to time by
resolution of the board of directors.
(b) Term of Office.--Each director shall hold office until
the expiration of the term for which he or she was selected and
until a successor has been selected and qualified or until his or
her earlier death, resignation or removal. A decrease in the
number of directors shall not have the effect of shortening the
term of any incumbent director.
(c) Resignation.--Any director may resign at any time upon
written notice to the corporation. The resignation shall be
effective upon receipt thereof by the corporation or at such
subsequent time as shall be specified in the notice of
resignation.
(d) Classified Board of Directors.--The directors shall be
classified in respect to the time for which they shall severally
hold office as follows:
(1) Each class shall be as nearly equal in number as
possible.
(2) The term of office of at least one class shall
expire in each year.
(3) Except as otherwise provided in the terms of the
Preferred Stock or in the articles, the members of each
class shall be elected for a period of three years.
Section 4.04. Vacancies.
(a) General Rule.--Except as otherwise provided in the
terms of the Preferred Stock, vacancies in the board of
directors, including vacancies resulting from an increase in the
number of directors, may be filled by a majority vote of the
remaining members of the board though less than a quorum, or by a
sole remaining director, and each person so selected shall be a
director to serve until the next selection of the class for which
such director has been chosen, and until a successor has been
selected and qualified or until his or her earlier death,
resignation or removal.
(b) Action by Resigned Directors.--When one or more
directors resign from the board effective at a future date, the
directors then in office, including those who have so resigned,
shall have power by the applicable vote to fill the vacancies,
the vote thereon to take effect when the resignations become
effective.
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Section 4.05. Removal of Directors.
(a) Removal by the Shareholders.--The entire board of
directors, or any class of the board, or any individual director
may be removed from office by vote of the shareholders entitled
to vote thereon only for cause. In case the board or a class of
the board or any one or more directors are so removed, new
directors may be elected at the same meeting. The repeal of a
provision of the articles or bylaws prohibiting, or the addition
of a provision to the articles or bylaws permitting, the removal
by the shareholders of the board, a class of the board or a
director without assigning any cause shall not apply to any
incumbent director during the balance of the term for which the
director was selected.
(b) Removal by the Board.--The board of directors may
declare vacant the office of a director who has been judicially
declared of unsound mind or who has been convicted of an offense
punishable by imprisonment for a term of more than one year or
if, within 60 days after notice of his or her selection, the
director does not accept the office either in writing or by
attending a meeting of the board of directors.
Section 4.06. Place of Meetings.--Meetings of the board of
directors may be held at such place within or without the
Commonwealth of Pennsylvania as the board of directors may from
time to time appoint or as may be designated in the notice of the
meeting.
Section 4.07. Organization of Meetings.--At every meeting
of the board of directors, the chairman of the board, if there be
one, or, in the case of a vacancy in the office or absence of the
chairman of the board, one of the following officers present in
the order stated: the vice chairman of the board, if there be
one, the president, the vice presidents in their order of rank
and seniority, or a person chosen by a majority of the directors
present, shall act as chairman of the meeting. The secretary or,
in the absence of the secretary, an assistant secretary, or, in
the absence of the secretary and the assistant secretaries, any
person appointed by the chairman of the meeting, shall act as
secretary of the meeting.
Section 4.08. Regular Meetings.--Regular meetings of the
board of directors shall be held at such time and place as shall
be designated from time to time by resolution of the board of
directors.
Section 4.09. Special Meetings.--Special meetings of the
board of directors shall be held whenever called by the chairman
or by two or more of the directors.
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Section 4.10. Quorum of and Action by Directors.
(a) General Rule.--A majority of the directors in office of
the corporation shall be necessary to constitute a quorum for the
transaction of business and the acts of a majority of the
directors present and voting at a meeting at which a quorum is
present shall be the acts of the board of directors.
(b) Action by Written Consent.--Any action required or
permitted to be taken at a meeting of the directors may be taken
without a meeting if, prior or subsequent to the action, a
consent or consents thereto by all of the directors in office is
filed with the secretary of the corporation.
(c) Notation of Dissent.--A director who is present at a
meeting of the board of directors, or of a committee of the
board, at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his or her
dissent is entered in the minutes of the meeting or unless the
director files a written dissent to the action with the secretary
of the meeting before the adjournment thereof or transmits the
dissent in writing to the secretary of the corporation
immediately after the adjournment of the meeting. The right to
dissent shall not apply to a director who voted in favor of the
action. Nothing in this section shall bar a director from
asserting that minutes of the meeting incorrectly omitted his or
her dissent if, promptly upon receipt of a copy of such minutes,
the director notifies the secretary, in writing, of the asserted
omission or inaccuracy.
Section 4.11. Executive and Other Committees.
(a) Establishment and Powers.--The board of directors may,
by resolution adopted by a majority of the directors in office,
establish one or more committees to consist of one or more
directors of the corporation. Any committee, to the extent
provided in the resolution of the board of directors, shall have
and may exercise all of the powers and authority of the board of
directors except that a committee shall not have any power or
authority as to the following:
(1) The submission to shareholders of any action
requiring approval of shareholders under the Business
Corporation Law.
(2) The creation or filling of vacancies in the board
of directors.
(3) The adoption, amendment or repeal of these bylaws.
(4) The amendment or repeal of any resolution of the
board that by its terms is amendable or repealable only by
the board.
(5) Action on matters committed by a resolution of the
board of directors to another committee of the board.
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(b) Alternate Committee Members.--The board may designate
one or more directors as alternate members of any committee who
may replace any absent or disqualified member at any meeting of
the committee or for the purposes of any written action by the
committee. In the absence or disqualification of a member and
alternate member or members of a committee, the member or members
thereof present at any meeting and not disqualified from voting,
whether or not constituting a quorum, may unanimously appoint
another director to act at the meeting in the place of the absent
or disqualified member.
(c) Term.--Each committee of the board shall serve at the
pleasure of the board.
(d) Committee Procedures.--The term "board of directors" or
"board," when used in any provision of these bylaws relating to
the organization or procedures of or the manner of taking action
by the board of directors, shall be construed to include and
refer to any executive or other committee of the board.
Section 4.12. Compensation.--The board of directors shall
have the authority to fix the compensation of directors for their
services as directors and a director may be a salaried officer of
the corporation.
ARTICLE V
Officers
Section 5.01. Officers Generally.
(a) Number, Qualifications and Designation.--The officers
of the corporation shall be a president, one or more vice
presidents, a secretary, a treasurer, and such other officers as
may be elected in accordance with the provisions of Section 5.03.
Officers may but need not be directors or shareholders of the
corporation. The president and secretary shall be natural
persons of full age. The treasurer may be a corporation, but if
a natural person shall be of full age. The board of directors
may elect from among the members of the board a chairman of the
board and vice chairman of the board who shall be officers of the
corporation. Any number of offices may be held by the same
person.
(b) Bonding.--The corporation may secure the fidelity of
any or all of its officers by bond or otherwise.
Section 5.02. Election, Term of Office and Resignations.
(a) Election and Term of Office.--The officers of the
corporation, except those elected by delegated authority pursuant
to Section 5.03, shall be elected annually by the board of
directors, and each such officer shall hold office for a term of
one year and until a successor has been selected and qualified or
until his or her earlier death, resignation or removal.
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(b) Resignations.--Any officer may resign at any time upon
written notice to the corporation. The resignation shall be
effective upon receipt thereof by the corporation or at such
subsequent time as may be specified in the notice of resignation.
Section 5.03. Subordinate Officers, Committees and
Agents.--The board of directors may from time to time elect such
other officers and appoint such committees, employees or other
agents as the business of the corporation may require, including
one or more assistant secretaries, and one or more assistant
treasurers, each of whom shall hold office for such period, have
such authority, and perform such duties as are provided in these
bylaws, or as the board of directors may from time to time
determine. The board of directors may delegate to any officer or
committee the power to elect subordinate officers and to retain
or appoint employees or other agents, or committees thereof, and
to prescribe the authority and duties of such subordinate
officers, committees, employees or other agents.
Section 5.04. Removal of Officers and Agents.--Any officer
or agent of the corporation may be removed by the board of
directors 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.
Section 5.05. Vacancies.--A vacancy in any office because
of death, resignation, removal, disqualification, or any other
cause, may be filled by the board of directors or by the officer
or committee to which the power to fill such office has been
delegated pursuant to Section 5.03, as the case may be, and if
the office is one for which these bylaws prescribe a term, shall
be filled for the unexpired portion of the term.
Section 5.06. Authority.
(a) General Rule.--All officers of the corporation, as
between themselves and the corporation, shall have such authority
and perform such duties in the management of the corporation as
may be provided by or pursuant to resolutions or orders of the
board of directors or, in the absence of controlling provisions
in the resolutions or orders of the board of directors, as may be
determined by or pursuant to these bylaws.
(b) Chief Executive Officer--The chairman of the board or
the president, as designated from time to time by resolution of
the board of directors, shall be the chief executive officer of
the corporation.
Section 5.07. The Chairman and Vice Chairman of the
Board.--The chairman of the board, or in the absence of the
chairman, the vice chairman of the board, shall preside at all
meetings of the shareholders and of the board of directors, and
shall perform such other duties as may from time to time be
requested by the board of directors.
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Section 5.08. The President.--The president shall have
general supervision over the business and operations of the
corporation, subject however, to the control of the board of
directors and, if the chairman of the board is the chief
executive officer of the corporation, the chairman of the board.
The president shall sign, execute, and acknowledge, in the name
of the corporation, deeds, mortgages, bonds, contracts or other
instruments, authorized by the board of directors, except in
cases where the signing and execution thereof shall be expressly
delegated by the board of directors, or by these bylaws, to some
other officer or agent of the corporation; and, in general, shall
perform all duties incident to the office of president and such
other duties as from time to time may be assigned by the board of
directors and, if the chairman of the board is the chief
executive officer of the corporation, the chairman of the board.
Section 5.09. The Vice Presidents.--The vice presidents
shall perform the duties of the president in the absence of the
president and such other duties as may from time to time be
assigned to them by the board of directors or the president.
Section 5.10. The Secretary.--The secretary or an assistant
secretary shall attend all meetings of the shareholders and of
the board of directors and shall record all the votes of the
shareholders and of the directors and the minutes of the meetings
of the shareholders and of the board of directors and of
committees of the board in a book or books to be kept for that
purpose; shall see that notices are given and records and reports
properly kept and filed by the corporation as required by law;
shall be the custodian of the seal of the corporation and see
that it is affixed to all documents to be executed on behalf of
the corporation under its seal; and, in general, shall perform
all duties incident to the office of secretary, and such other
duties as may from time to time be assigned by the board of
directors or the president.
Section 5.11. The Treasurer.--The treasurer or an assistant
treasurer shall have or provide for the custody of the funds or
other property of the corporation; shall collect and receive or
provide for the collection and receipt of moneys earned by or in
any manner due to or received by the corporation; shall deposit
all funds in his or her custody as treasurer in such banks or
other places of deposit as the board of directors may from time
to time designate; shall, whenever so required by the board of
directors, render an account showing all transactions as
treasurer, and the financial condition of the corporation; and,
in general, shall discharge such other duties as may from time to
time be assigned by the board of directors or the president.
Section 5.12. Salaries.--The salaries of the officers
elected by the board of directors shall be fixed from time to
time by the board of directors or by such officer as may be
designated by resolution of the board. The salaries or other
compensation of any other officers, employees and other agents
shall be fixed from time to time by the officer or committee to
which the power to elect such officers or to retain or appoint
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such employees or other agents has been delegated pursuant to
Section 5.03. No officer shall be prevented from receiving such
salary or other compensation by reason of the fact that the
officer is also a director of the corporation.
ARTICLE VI
Certificates of Stock, Transfer, Etc.
Section 6.01. Share Certificates.
(a) Form of Certificates.--Certificates for shares of the
corporation shall be in such form as approved by the board of
directors, and shall state that the corporation is incorporated
under the laws of the Commonwealth of Pennsylvania, the name of
the person to whom issued, and the number and class of shares and
the designation of the series (if any) that the certificate
represents. Certificates for shares of the corporation shall set
forth upon the face or back of the certificate (or shall state on
the face or back of the certificate that the corporation will
furnish to any shareholder upon request and without charge), a
full or summary statement of the designations, voting rights,
preferences, limitations and special rights of the shares of each
class or series authorized to be issued so far as they have been
fixed and determined and the authority of the board of directors
to fix and determine the designations, voting rights,
preferences, limitations and special rights of the classes and
series of shares of the corporation.
(b) Share Register.--The share register or transfer books
and blank share certificates shall be kept by the treasurer or by
any transfer agent or registrar designated by the board of
directors for that purpose.
Section 6.02. Issuance.--The share certificates of the
corporation shall be numbered and registered in the share
register or transfer books of the corporation as they are issued.
They shall be executed in such manner as the board of directors
shall determine.
Section 6.03. Transfer.--Transfers of shares shall be made
on the share register or transfer books of the corporation upon
surrender of the certificate therefor, endorsed by the person
named in the certificate or by an attorney lawfully constituted
in writing. No transfer shall be made inconsistent with the
provisions of the Uniform Commercial Code, 13 Pa.C.S. Sections 8101
et seq., and its amendments and supplements.
Section 6.04. Record Holder of Shares.--The corporation
shall be entitled to treat the person in whose name any share or
shares of the corporation stand on the books of the corporation
as the absolute owner thereof, and shall not be bound to
recognize any equitable or other claim to, or interest in, such
share or shares on the part of any other person.
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Section 6.05. Lost, Destroyed or Mutilated Certificates.--
The holder of any shares of the corporation shall immediately
notify the corporation of any loss, destruction or mutilation of
the certificate therefor, and the officers of the corporation
may, in their discretion, cause a new certificate or certificates
to be issued to such holder, in case of mutilation of the
certificate, upon the surrender of the mutilated certificate or,
in case of loss or destruction of the certificate, upon
satisfactory proof of such loss or destruction and, if such
officers shall so determine, the deposit of a bond in such form
and in such sum, and with such surety or sureties, as any of them
may direct.
ARTICLE VII
Indemnification of Directors, Officers and
Other Authorized Representatives
Section 7.01. Scope of Indemnification.
(a) General Rule.--The corporation shall indemnify an
indemnified representative against any liability incurred in
connection with any proceeding in which the indemnified
representative may be involved as a party or otherwise by reason
of the fact that such person is or was serving in an indemnified
capacity, including, without limitation, liabilities resulting
from any actual or alleged breach or neglect of duty, error,
misstatement or misleading statement, negligence, gross
negligence or act giving rise to strict or products liability,
except:
(1) where such indemnification is expressly prohibited
by applicable law;
(2) where the conduct of the indemnified
representative has been finally determined pursuant to
Section 7.06 or otherwise:
(i) to constitute willful misconduct or
recklessness within the meaning of 15 Pa.C.S. Sections 513(b)
and 1746(b) and 42 Pa.C.S. Section 8365(b) or any superseding
provision of law sufficient in the circumstances to bar
indemnification against liabilities arising from the
conduct; or
(ii) to be based upon or attributable to the
receipt by the indemnified representative from the
corporation of a personal benefit to which the
indemnified representative is not legally entitled; or
(3) to the extent such indemnification has been
finally determined in a final adjudication pursuant to
Section 7.06 to be otherwise unlawful.
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(b) Partial Payment.--If an indemnified representative is
entitled to indemnification in respect of a portion, but not all,
of any liabilities to which such person may be subject, the
corporation shall indemnify such indemnified representative to
the maximum extent for such portion of the liabilities.
(c) Presumption.--The termination of a proceeding by
judgment, order, settlement or conviction or upon a plea of nolo
contendere or its equivalent shall not of itself create a
presumption that the indemnified representative is not entitled
to indemnification.
(d) Definitions.--For purposes of this Article:
(1) "indemnified capacity" means any and all past,
present and future service by an indemnified representative
in one or more capacities as a director, officer, employee
or agent of the corporation, or, at the request of the
corporation, as a director, officer, employee, agent
fiduciary or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or other entity
or enterprise;
(2) "indemnified representative" means any and all
directors and officers of the corporation any other person
designated as an indemnified representative by the board of
directors of the corporation (which may, but need not,
include any person serving at the request of the
corporation, as a director, officer, employee, agent,
fiduciary or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or other entity
or enterprise);
(3) "liability" means any damage, judgment, amount
paid in settlement, fine, penalty, punitive damages, excise
tax assessed with respect to an employee benefit plan, or
cost or expense, of any nature (including, without
limitation, attorneys' fees and disbursements); and
(4) "proceeding" means any threatened, pending or
completed action, suit, appeal or other proceeding of any
nature, whether civil, criminal, administrative or
investigative, whether formal or informal, and whether
brought by or in the right of the corporation, a class of
its security holders or otherwise.
Section 7.02. Proceedings Initiated by Indemnified
Representatives.--Notwithstanding any other provision of this
Article, the corporation shall not indemnify under this Article
an indemnified representative for any liability incurred in a
proceeding initiated (which shall not be deemed to include
counter-claims or affirmative defenses) or participated in as an
intervenor or amicus curiae by the person seeking indemnification
unless such initiation of or participation in the proceeding is
authorized, either before or after its commencement, by the
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affirmative vote of a majority of the directors in office. This
section does not apply to reimbursement of expenses incurred in
successfully prosecuting or defending an arbitration under
Section 7.06 or otherwise successfully prosecuting or defending
the rights of an indemnified representative granted by or
pursuant to this Article.
Section 7.03. Advancing Expenses.--The corporation shall
pay the expenses (including attorneys' fees and disbursements)
incurred in good faith by an indemnified representative in
advance of the final disposition of a proceeding described in
Section 7.01 or the initiation of or participation in which is
authorized pursuant to Section 7.02 upon receipt of an
undertaking by or on behalf of the indemnified representative to
repay the amount if it is ultimately determined pursuant to
Section 7.06 that such person is not entitled to be indemnified
by the corporation pursuant to this Article. The financial
ability of an indemnified representative to repay an advance
shall not be a prerequisite to the making of such advance.
Section 7.04. Securing of Indemnification Obligations.--To
further effect, satisfy or secure the indemnification obligations
provided herein or otherwise, the corporation may maintain
insurance, obtain a letter of credit, act as self-insurer, create
a reserve, trust, escrow, cash collateral or other fund or
account, enter into indemnification agreements, pledge or grant a
security interest in any assets or properties of the corporation,
or use any other mechanism or arrangement whatsoever in such
amounts, at such costs, and upon such other terms and conditions
as the board of directors shall deem appropriate. Absent fraud,
the determination of the board of directors with respect to such
amounts, costs, terms and conditions shall be conclusive against
all security holders, officers and directors and shall not be
subject to voidability.
Section 7.05. Payment of Indemnification.--An indemnified
representative shall be entitled to indemnification within 30
days after a written request for indemnification has been
delivered to the secretary of the corporation.
Section 7.06. Arbitration.
(a) General Rule.--Any dispute related to the right to
indemnification, contribution or advancement of expenses as
provided under this Article, except with respect to
indemnification for liabilities arising under the Securities Act
of 1933 that the corporation has undertaken to submit to a court
for adjudication, shall be decided only by arbitration in the
metropolitan area in which the principal executive offices of the
corporation are located at the time, in accordance with the
commercial arbitration rules then in effect of the American
Arbitration Association, before a panel of three arbitrators, one
of whom shall be selected by the corporation, the second of whom
shall be selected by the indemnified representative and the third
of whom shall be selected by the other two arbitrators. In the
absence of the American Arbitration Association, or if for any
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reason arbitration under the arbitration rules of the American
Arbitration Association cannot be initiated, and if one of the
parties fails or refuses to select an arbitrator or the
arbitrators selected by the corporation and the indemnified
representative cannot agree on the selection of the third
arbitrator within 30 days after such time as the corporation and
the indemnified representative have each been notified of the
selection of the other's arbitrator, the necessary arbitrator or
arbitrators shall be selected by the presiding judge of the court
of general jurisdiction in such metropolitan area.
(b) Qualifications of Arbitrators.--Each arbitrator
selected as provided herein is required to be or have been a
director or executive officer of a corporation whose shares of
common stock were listed during at least one year of such service
on the New York Stock Exchange or the American Stock Exchange or
quoted on the National Association of Securities Dealers
Automated Quotations System.
(c) Burden of Proof.--The party or parties challenging the
right of an indemnified representative to the benefits of this
Article shall have the burden of proof.
(d) Expenses.--The corporation shall reimburse an
indemnified representative for the expenses (including attorneys'
fees and disbursements) incurred in successfully prosecuting or
defending such arbitration.
(e) Effect.--Any award entered by the arbitrators shall be
final, binding and nonappealable and judgment may be entered
thereon by any party in accordance with applicable law in any
court of competent jurisdiction, except that the corporation
shall be entitled to interpose as a defense in any such judicial
enforcement proceeding any prior final judicial determination
adverse to the indemnified representative under Section
7.01(a)(2) in a proceeding not directly involving indemnification
under this Article. This arbitration provision shall be
specifically enforceable.
Section 7.07. Contribution.--If the indemnification
provided for in this Article or otherwise is unavailable for any
reason in respect of any liability or portion thereof, the
corporation shall contribute to the liabilities to which the
indemnified representative may be subject in such proportion as
is appropriate to reflect the intent of this Article or
otherwise.
Section 7.08. Mandatory Indemnification of Directors,
Officers, Etc.--To the extent that an authorized representative
of the corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in
Section 1741 or 1742 of the Business Corporation Law or in
defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees and
disbursements) actually and reasonably incurred by such person in
connection therewith.
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Section 7.09. Contract Rights; Amendment or Repeal.--All
rights under this Article shall be deemed a contract between the
corporation and the indemnified representative pursuant to which
the corporation and each indemnified representative intend to be
legally bound. Any repeal, amendment or modification hereof
shall be prospective only and shall not affect any rights or
obligations then existing.
Section 7.10. Scope of Article.--The rights granted by this
Article shall not be deemed exclusive of any other rights to
which those seeking indemnification, contribution or advancement
of expenses may be entitled under any statute, agreement, vote of
shareholders or disinterested directors or otherwise, both as to
action in an indemnified capacity and as to action in any other
capacity. The indemnification, contribution and advancement of
expenses provided by or granted pursuant to this Article shall
continue as to a person who has ceased to be an indemnified
representative in respect of matters arising prior to such time,
and shall inure to the benefit of the heirs, executors,
administrators and person representatives of such a person.
Section 7.11. Reliance on Provisions.--Each person who
shall act as an indemnified representative of the corporation
shall be deemed to be doing so in reliance upon the rights
provided by this Article.
Section 7.12. Interpretation.--The provisions of this
Article are intended to constitute bylaws authorized by 15
Pa.C.S. Sections 513 and 1746 and 42 Pa.C.S. Section 8365.
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ARTICLE VIII
Emergency Bylaws
Section 8.01. Scope of Article.--This Article shall be
applicable during any emergency resulting from a catastrophe as a
result of which a quorum of the board of directors cannot readily
be assembled. To the extent not in conflict with this Article,
these bylaws shall remain in effect during the emergency.
Section 8.02. Special Meetings of the Board.--A special
meeting of the board of directors may be called by any director
by means feasible at the time.
Section 8.03. Emergency Committee of the Board.
(a) Composition.--The emergency committee of the board
shall consist of nine persons standing highest on the following
list who are available and able to act:
Members of the board of directors.
President.
The individual who, immediately prior to the emergency, was
the senior officer in charge of nuclear operations.
The individual who, immediately prior to the emergency, was
the senior officer in charge of other operations.
The individual who, immediately prior to the emergency, was
the senior officer in charge of finance operations.
Other officers.
Where more than one person holds any of the listed ranks, the
order of precedence shall be determined by length of time in
rank. Each member of the emergency committee thus constituted
shall continue to act until replaced by an individual standing
higher on the list. The emergency committee shall continue to
act until a quorum of the board of directors is available and
able to act. If the corporation has no directors, the emergency
committee shall cause a special meeting of shareholders for the
election of directors to be called and held as soon as
practicable.
(b) Powers.--The emergency committee shall have and may
exercise all of the powers and authority of the board of
directors, including the power to fill a vacancy in any office of
the corporation or to designate a temporary replacement for any
officer of the corporation who is unavailable, but shall not have
the power to fill vacancies in the board of directors.
(c) Quorum.--A majority of the members of the emergency
committee in office shall constitute a quorum.
(d) Status.--Each member of the emergency committee who is
not a director shall during his or her service as such be
entitled to the rights and immunities conferred by law, the
articles and these bylaws upon directors of the corporation and
upon persons acting in good faith as a representative of the
corporation during an emergency.
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ARTICLE IX
Miscellaneous
Section 9.01. Corporate Seal.--The corporation shall have a
corporate seal in the form of a circle containing the name of the
corporation, the year of incorporation and such other details as
may be approved by the board of directors.
Section 9.02. Checks.--All checks, notes, bills of exchange
or other orders in writing shall be signed by such person or
persons as the board of directors or any person authorized by
resolution of the board of directors may from time to time
designate.
Section 9.03. Contracts.--Except as otherwise provided in
the Business Corporation Law in the case of transactions that
require action by the shareholders, the board of directors may
authorize any officer or agent to enter into any contract or to
execute or deliver any instrument on behalf of the corporation,
and such authority may be general or confined to specific
instances.
Section 9.04. Interested Directors or Officers; Quorum.
(a) General Rule.--A contract or transaction between the
corporation and one or more of its directors or officers or
between the corporation and another corporation, partnership,
joint venture, trust or other enterprise in which one or more of
its directors or officers are directors or officers or have a
financial or other interest, shall not be void or voidable solely
for that reason, or solely because the director or officer is
present at or participates in the meeting of the board of
directors that authorizes the contract or transaction, or solely
because his, her or their votes are counted for that purpose, if:
(1) the material facts as to the relationship or
interest and as to the contract or transaction are disclosed
or are known to the board of directors and the board
authorizes the contract or transaction by the affirmative
votes of a majority of the disinterested directors even
though the disinterested directors are less than a quorum;
(2) the material facts as to his or her relationship
or interest and as to the contract or transaction are
disclosed or are known to the shareholders entitled to vote
thereon and the contract or transaction is specifically
approved in good faith by vote of those shareholders; or
(3) the contract or transaction is fair as to the
corporation as of the time it is authorized, approved or
ratified by the board of directors or the shareholders.
(b) Quorum.--Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the board
which authorizes a contract or transaction specified in
subsection (a).
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Section 9.05. Deposits.--All funds of the corporation shall
be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the board
of directors may approve or designate, and all such funds shall
be withdrawn only upon checks signed by such one or more officers
or employees as the board of directors shall from time to time
determine.
Section 9.06. Corporate Records.
(a) Required Records.--The corporation shall keep complete
and accurate books and records of account, minutes of the
proceedings of the incorporators, shareholders and directors and
a share register giving the names and addresses of all
shareholders and the number and class of shares held by each.
The share register shall be kept at either the registered office
of the corporation in the Commonwealth of Pennsylvania or at its
principal place of business wherever situated or at the office of
its registrar or transfer agent. Any books, minutes or other
records may be in written form or any other form capable of being
converted into written form within a reasonable time.
(b) Right of Inspection.--Every shareholder shall, upon
written verified demand stating the purpose thereof, have a right
to examine, in person or by agent or attorney, during the usual
hours for business for any proper purpose, the share register,
books and records of account, and records of the proceedings of
the incorporators, shareholders and directors and to make copies
or extracts therefrom. A proper purpose shall mean a purpose
reasonably related to the interest of the person as a
shareholder. In every instance where an attorney or other agent
is the person who seeks the right of inspection, the demand shall
be accompanied by a verified power of attorney or other writing
that authorizes the attorney or other agent to so act on behalf
of the shareholder. The demand shall be directed to the
corporation at its registered office in the Commonwealth of
Pennsylvania or at its principal place of business wherever
situated.
Section 9.07. Amendment of Bylaws.
(a) General Rule.--Except as otherwise provided in the
express terms of any series of the shares of the corporation:
(1) The shareholders shall have the power to amend or
repeal these bylaws, or to adopt new bylaws, only with the
approval of the board of directors. A direction by the
board that a shareholder proposal with respect to the bylaws
shall be submitted to the shareholders for action thereon,
or the sufferance by the board that such a proposal shall be
so submitted, shall not constitute approval by the board of
directors of the amendment, repeal or new bylaws.
(2) These bylaws may be amended or repealed, or new
bylaws may be adopted, by vote of a majority of the board of
directors of the corporation in office at any regular
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special meeting of directors, including in circumstances
otherwise reserved by statute exclusively to the
shareholders, the board of directors of the corporation
having under the articles of incorporation the full
authority conferred by law upon the shareholders of the
corporation to adopt, amend or repeal these bylaws. Any
bylaw adopted by the board of directors under this paragraph
shall be consistent with the articles of incorporation.
(b) Effective Date.--Any change in these bylaws shall take
effect when adopted unless otherwise provided in the resolution
effecting the change.
As adopted February 26, 1990 and amended February 28, 1994.