Adopted September 29, 1997
BY-LAWS
of
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
(a Pennsylvania business trust)
Article 1. MEETINGS OF SHAREHOLDERS
Section 1.01. Place of Meeting. Meetings of shareholders of
the Trust shall be held at such place, within or without the Commonwealth of
Pennsylvania, as may be fixed from time to time by the Board of Trustees. If
no place is so fixed for a meeting, it shall be held at the Trust's then
principal executive office.
Section 1.02. Annual Meeting. An annual meeting of
shareholders shall be held, unless the Board of Trustees shall fix some other
hour or date therefor, no later than the second Wednesday of the sixth month
following the end of each fiscal year of the Trust, at which the shareholders
shall elect by plurality vote individuals to the office of Trustee as provided
in Paragraph 2.B of the Trust Agreement of the Trust (the "Trust Agreement")
and transact such other business as may properly be brought before the
meeting.
Section 1.03. Special Meetings. Special meetings of the
shareholders may be called at any time by the Chairman or by the Chief
Executive Officer or by the Board of Trustees or by shareholders entitled to
cast at least 40% of the votes that all shareholders are entitled to cast at
the particular meeting.
Section 1.04. Notice of Meetings. Written notice of every
meeting of shareholders shall be given in any manner permitted by law by or at
the direction of the Secretary or such other person as is authorized by the
Board of Trustees to each shareholder of record entitled to receipt thereof,
at least ten (10) days, and not more than forty-five (45) days, prior to the
day named for the meeting, unless a greater period of notice is required by
law in a particular case.
Section 1.05. Organization. At every meeting of the
shareholders, the Chairman, or in his absence, the Chief
Executive Officer, or, in the absence of both the Chairman and
the Chief Executive Officer, the President, or, in the absence of
the Chairman, the Chief Executive Officer and the President, a
chairman chosen by the shareholders at the commencement of the
meeting, shall act as chairman; and the Secretary, or in his absence, a person
appointed by the chairman, shall act as secretary.
Section 1.06. Voting. Except as otherwise specified herein
or in the Trust Agreement or required by law, whenever any action is to be
taken by vote of shareholders, it shall be authorized by a majority of the
votes cast by all shareholders on such matter and, if any shareholders are
entitled to vote thereon as a class, upon receiving a majority of the votes
cast by the shareholders entitled to vote as a class. In each election of
trustees, the candidates receiving the highest number of votes, up to the
number of trustees to be elected in such election, shall be elected.
Article 2. TRUSTEES
Section 2.01. Number and Term of Office. The number of
trustees of the Trust shall be designated from time to time by resolution of
the Board of Trustees, such number to not be more than fifteen (15) nor less
than five (5). Each trustee shall be elected for the term of three (3) years
as set forth in Paragraph 2.B of the Trust Agreement and shall serve until his
successor is elected and qualified or until his earlier death, resignation or
removal.
Section 2.02. Resignations. Any trustee may resign at any
time by delivering to any other trustee and to the principal office of the
Trust written notification of his resignation, which resignation shall be
effective when received, but if the effect of such resignation shall be to
reduce the number of trustees below five (5), no such resignation shall be
effective until a successor shall have been elected by the remaining trustees.
Section 2.03. Annual Meeting. Immediately after each annual
election of trustees, the Board of Trustees shall meet for the purpose of
organization, election of officers, appointment of the members of committees
of the Board of Trustees, and the transaction of other business, at the place
where such election of trustees was held. Notice of such meeting need not be
given. In the absence of a quorum at said meeting, the same may be held at any
other time and place specified in a notice given as hereinafter provided for
special meetings of the Board of Trustees.
Section 2.04. Regular Meetings. Regular meetings of the
Board of Trustees shall be held at such time and place as may be designated
from time to time by the Board of Trustees. If the date fixed for any such
regular meeting is a legal holiday under the laws of the State where such
meeting is to be held, then the
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same shall be held on the next succeeding secular day not a legal holiday
under the laws of said State, or at such other time as may be determined by
resolution of the Board of Trustees. At such meetings the Board of Trustees
may transact such business as may be brought before the meeting.
Section 2.05. Special Meetings. Special Meetings of the
Board of Trustees shall be called by the Chairman or by the Chief Executive
Officer or by two or more of the other trustees and shall be held at such time
and in such place as shall be designated in the notice of the meeting. Such
notice shall be given by or at the direction of the person or persons
authorized to call such meeting to each trustee at least two (2) days prior to
the day named for the meeting, unless a different notice period is provided
for hereunder based upon the subject matter of such meeting.
Section 2.06. (a) Organization; Quorum; Voting. Every
meeting of the Board of Trustees shall be presided over by the Chairman, if
one has been selected and is present, and, if not, the Chief Executive
Officer, or in the absence of the Chairman and the Chief Executive Officer, a
chairman chosen by a majority of the trustees present. The Secretary, or in
his absence, a person appointed by the chairman, shall act as secretary.
(b) A majority of the trustees in office, provided that the
majority consists of at least four (4) trustees, shall constitute a quorum for
the conduct of business. Subject to the provisions of Section 6.04 of these
By-Laws, trustees shall be deemed present at a meeting if by means of
conference telephone or similar communications equipment all persons
participating in the meeting can hear each other. If there are fewer than five
(5) trustees, the remainder shall constitute a quorum and must act to fill
vacancies to bring the total number of trustees to at least five (5). If a
quorum is not present at any meeting, a majority of the trustees present at
the meeting may adjourn the meeting to any later date and the meeting may be
held at such later date without any further notice.
(c) Except as otherwise required by law and except as
otherwise contemplated by Paragraph 3.R of the Trust Agreement and Section
3.01 of these By-Laws, the concurrence of a majority of the trustees present
at any meeting at which a quorum is present shall be necessary to the validity
of any action taken by them.
Section 2.07. Action By Written Consent. In lieu of a
meeting, action may be taken by the consent in writing of at
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least seventy-five percent (75%) of the trustees then serving. In any event,
the concurrence or consent in writing of at least four (4) trustees shall be
necessary to the validity of any action taken. The minimum voting requirements
specified in this paragraph shall apply, as a minimum requirement, with
respect to any and all action taken by the trustees under the Trust Agreement.
Section 2.08. Compensation. The Board of Trustees shall have
the authority to fix the compensation of trustees for their services as
trustees. Any person serving as a trustee may also be a salaried officer of
the Trust, but, in such event, no compensation shall be paid to such person in
respect of his or her service as a trustee or as a member of any committee of
the Board of Trustees.
Article 3. COMMITTEES
Section 3.01. General. The Board of Trustees may, by the
vote of at least a majority of those trustees then in office, establish one or
more standing or special committees to consist of one or more trustees of the
Trust. Any committee, to the extent provided by the Board of Trustees, shall
have and may exercise all of the powers and authority of the Board of Trustees
except that a committee shall not have any power or authority as to the
following: (i) the submission to shareholders of any action requiring approval
of shareholders; (ii) the removal of any Trustee from the Board of Trustees or
the creation or filling of vacancies in the Board of Trustees; (iii) the
adoption, amendment or repeal of the Trust Agreement or these By-Laws; (iv)
the amendment or repeal of any resolution of the Board that by its terms is
amendable or repealable only by the Board; (v) action on matters committed by
these By-Laws or resolution of the Board of Trustees to another committee of
the Board; and (vi) final, formal action on behalf of the Trust prior to
approval of the Board of Trustees unless final authority with respect to such
matter has been specifically delegated by the Board of Trustees to such
committee. In furtherance of the power of the Board of Trustees to establish
committees of Trustees pursuant to Paragraph 3.R of the Trust Agreement and
this Section 3.01, the Board of Trustees, by adoption of these By-Laws, has
established the standing committees of the Board of Trustees set forth in
Sections 3.02 through 3.04 hereof.
Section 3.02. The Audit Committee. (a) The Audit Committee
of the Board of Trustees shall consist of three trustees, each of whom shall
(i) not be a current or former officer or employee of the Trust or of any
affiliate of the
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Trust, and (ii) not receive compensation from the Trust other than in his or
her capacity as trustee. The members of the Audit Committee shall be appointed
annually by the Board of Trustees at the Annual Meeting of the Board of
Trustees and shall serve at the pleasure of the Board of Trustees until the
next Annual Meeting of the Board of Trustees and until their successors have
been appointed. Vacancies at the Audit Committee may be filled by the Board of
Trustees at any regular or special meeting of the Board of Trustees.
(b) The Board of Trustees shall appoint one member of the
Audit Committee as the Chair and a majority of the members of the Audit
Committee shall constitute a quorum for the conduct of business. Regular
meetings of the Audit Committee shall be held at such time and place as shall
be designated from time to time by the Committee or the Board of Trustees.
Special Meetings of the Audit Committee may be called by the Chair on not less
than two (2) days prior written notice. Such special meetings shall be held at
such time and place as shall be designated in the call of the meeting.
(c) The principal functions and responsibilities of the
Audit Committee shall be as follows: (i) make a recommendation to the Board of
Trustees, not less than annually, with respect to the firm to engage as the
Trust's external auditing firm and whether to terminate the Trust's
relationship with any external auditing firm previously maintained; (ii)
monitor factors which might adversely affect the independence of the Trust's
external auditing firm; (iii) review, and make recommendations to the Board of
Trustees with respect to, compensation of the Trust's external auditing firm;
(iv) review the appointment and replacement of any senior internal auditing
executives of the Trust or affiliates; (v) serve as a channel of communication
between the Trust's external auditing firm and the Board of Trustees and
between the Trust's senior internal auditor, if any, and the Board of
Trustees; (vi) review the results of each external audit, including any
qualifications in the opinion of the external auditing firm, any related
management letter, management's responses to recommendations made by the
external auditing firm in connection with the audit, reports submitted to the
Audit Committee by the internal auditing department that are material to the
Trust as a whole, and management's responses to those reports; (vii) review
the Trust's annual financial statements prior to publication; (viii) review
any significant disputes between management and the external auditing firm
that arose in connection with the preparation of the Trust's annual financial
statements; (ix) consider major changes and other major questions of choice
regarding the appropriate auditing and accounting principles and practices to
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be followed when preparing the Trust's financial statements; and, (x) perform
such other duties as may be assigned to the Audit Committee by the Board of
Directors.
Section 3.03. The Executive Compensation and Human Resources
Committee. (a) The Executive Compensation and Human Resources Committee of the
Board of Trustees shall consist of three trustees, each of whom shall be a
"non-employee director" as that term is defined in Rule 16b-3 under the
Securities Exchange Act of 1934. The members of the Executive Compensation and
Human Resources Committee shall be appointed annually by the Board of Trustees
at the Annual Meeting of the Board of Trustees and shall serve at the pleasure
of the Board of Trustees until the next Annual Meeting of the Board of
Trustees and until their successors have been appointed. Vacancies at the
Executive Compensation and Human Resources Committee may be filled by the
Board of Trustees at any regular or special meeting of the Board of Trustees.
(b) The Board of Trustees shall appoint one member of the
Executive Compensation and Human Resources Committee as the Chair and a
majority of the members of the Executive Compensation and Human Resources
Committee shall constitute a quorum for the conduct of business. Regular
meetings of the Executive Compensation and Human Resources Committee shall be
held at such time and place as shall be designated from time to time by the
Committee or the Board of Trustees. Special Meetings of the Executive
Compensation and Human Resources Committee may be called by the Chair on not
less than two (2) days prior written notice. Such special meetings shall be
held at such time and place as shall be designated in the call of the meeting.
(c) The principal functions and responsibilities of the
Executive Compensation and Human Resources Committee shall be as follows: (i)
review the Trust's principal personnel policies and benefit programs and
monitor their implementation; (ii) review the compensation of senior executive
officers of the Trust and the compensation policies of the Trust and their
implementation, and make recommendations thereon to the Board of Trustees;
(iii) appoint the persons, officers of Trust or an outside investment manager,
to determine and direct the investment of the assets of any funded benefit
plans of the Trust, all in accordance with the terms and conditions of such
plans, or, if so provided in any such plan, serving in such capacity itself;
(iv) appoint the members of the benefit plans administrative committee, as
provided in the various plans; (v) review periodically the compensation of
senior executive officers and submit to the Board of Trustees recommendations
for adjustments; (vi) review periodically the compensation level of
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Trustees and make recommendations to the Board of Trustees with respect
thereto; (vii) recommend for approval by the Board of Trustees any performance
objectives which may be required in connection with incentive or other
programs, and, if so provided in any such plan, administering or managing the
plan itself; (viii) administer the stock option plans of the Trust, subject to
the terms of such plans, including the granting of any stock options
thereunder, each to the extent provided in such plans; (ix) consider and
recommend to the Board of Trustees prior to the annual meeting of shareholders
nominees for election or reelection to the Board of Trustees at the annual
meeting, and in the event a vacancy occurs, propose to the Board of Trustees
individuals for election by the Board of Trustees, to serve until the next
Annual Meeting of Shareholders; and, (x) perform such other duties as may be
assigned to the Executive Compensation and Human Resources Committee by the
Board of Trustees.
Section 3.04. The Property Committee. (a) The Property
Committee of the Board of Trustees shall consist of three trustees. The
Chairman shall be a member of the Property Committee and the other two members
shall be trustees who (i) are not current or former officers or employees of
the Trust or of any affiliate of the Trust, and (ii) do not receive
compensation from the Trust other than in their capacities as trustees. The
Chief Executive Officer and the President shall be non-voting ex officio
members of the Property Committee. The members of the Property Committee shall
be appointed annually by the Board of Trustees at the Annual Meeting of the
Board of Trustees and shall serve at the pleasure of the Board of Trustees
until the next Annual Meeting of the Board of Trustees and until their
successors have been appointed. Vacancies at the Property Committee may be
filled by the Board of Trustees at any regular or special meeting of the Board
of Trustees.
(b) The Chairman shall be the Chair of the Property
Committee and a majority of the voting members of the Property Committee shall
constitute a quorum for the conduct of business. Regular meetings of the
Property Committee shall be held at such time and place as shall be designated
from time to time by the Committee or the Board of Trustees. Special Meetings
of the Property Committee may be called by the Chair on not less than two (2)
days prior written notice. Such special meetings shall be held at such time
and place as shall be designated in the call of the meeting.
(c) The principal functions and responsibilities of the
Property Committee shall be as follows: (i) review and make recommendations to
the Board of Trustees with respect to all proposed acquisitions and
dispositions of real property, and
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direct or indirect interests therein, by the Trust and its affiliates,
including the economic and other principal terms of each such proposed
transaction and the desirability thereof; (ii) review and make recommendations
to the Board of Trustees with respect to all proposed expansions, refurbishing
or new developments on properties owned by, and properties to be acquired by,
the Trust or any of its affiliates; (iii) review on an annual basis the entire
portfolio of real property, and interests therein, owned by the Trust and its
affiliates and consider, among other matters, indications (with or without
appraisals) of the current fair market value of the Trust's real property
assets in relationship to their respective book values; (iv) review and
approve appropriate rental levels and lease terms for all properties owned, in
whole or in part, directly or indirectly, by the Trust or any affiliate
thereof and general maintenance and other expenditures and policies with
respect to such properties; and, (v) perform such other duties as may be
assigned to the Property Committee by the Board of Trustees.
Article 4. OFFICERS
Section 4.01. Number. The officers of the Trust shall be a
Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a
Treasurer, a Secretary and may include one or more Vice Presidents, one or
more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers as the Board of Trustees may authorize from time to time.
Section 4.02. Qualifications. The officers of the Trust
shall be natural persons of full age. Any person may hold any number of
offices except that the Secretary shall not hold the office of Chief Executive
Officer or President.
Section 4.03. Election and Term of Office. The officers of
the Trust shall be elected or appointed by the Board of Trustees and each
shall serve at the pleasure of the Board of Trustees.
Section 4.04. Resignations. Any officer may resign at any
time by giving written notice to the Board of Trustees, the Chief Executive
Officer or the Secretary. The resignation shall be effective upon receipt
thereof or at such subsequent time as may be specified in the notice of
resignation. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 4.05. Chairman. The Chairman shall preside at
the meetings of the Board of Trustees and the Shareholders. The
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Chairman shall serve as Chair of the Property Committee of the Board of
Trustees. The Chairman shall also perform such other duties as may be
specified by the Board of Trustees from time to time and as do not conflict
with the duties of the Chief Executive Officer or President.
Section 4.06. The Chief Executive Officer. The Chief
Executive Officer shall be the chief executive officer of the Trust and shall
have general supervision over the business and operations of the Trust,
subject, however, to the control of the Board of Trustees. He shall have the
authority to execute and deliver, in the name and on behalf of the Trust,
deeds, mortgages, bonds, agreements and other instruments authorized by the
Board of Trustees, except in cases where the signing and execution thereof is
expressly delegated by the Board of Trustees to some other officer or agent of
the Trust; and, in general, he shall perform all duties incident to the office
of Chief Executive Officer. The Chief Executive Officer shall also perform
such other duties as may be assigned to him or her from time to time by the
Board of Trustees.
Section 4.07. President. The President shall be the chief
operating officer of the Trust and shall be responsible for the day-to-day
operations of the Trust, subject to the general supervision of the Chief
Executive Officer. In the absence or unavailability of the Chief Executive
Officer, he shall exercise the duties and responsibilities of that office and
may, whether or not the Chief Executive Officer is present or available,
execute and deliver documentation on behalf of the Trust to the same extent
that the Chief Executive Officer is authorized hereby to do so. The President
shall also perform such other duties as shall be assigned to him or her from
time to time by the Board of Trustees.
Section 4.08. The Vice Presidents. In the absence or
disability of the Chief Executive Officer or the President or when so directed
by the Chief Executive Officer or the President, any Vice President may
perform all the duties of the Chief Executive Officer or the President, and,
when so acting, shall have all the powers of, and be subject to all the
restrictions upon, the Chief Executive Officer and the President; provided,
however, that no Vice President shall act as a member of or as chairman of any
committee of the Board of Trustees of which the Chief Executive Officer or the
President is a member or chairman by designation or ex-officio, unless such
Vice President is a member of the Board of Trustees and has been designated
expressly by the Board of Trustees as the alternate to the Chief Executive
Officer or the President for purposes of service on such committee. The Board
of Trustees may appoint Executive, Senior
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and Assistant Vice Presidents. The Vice Presidents shall perform such other
duties as from time to time may be assigned to them respectively by the Board
of Trustees or the Chief Executive Officer or the President.
Section 4.09. Chief Financial Officer. The Chief Financial
Officer shall be the chief financial officer of the Trust. He shall be
responsible for all internal and external financial statements and reports
relating to the financial position and results of operations of the Trust and
for the relationship between the Trust and its shareholders, institutional
creditors, and the investment community. He may exercise any and all of the
duties of the Treasurer under these By-Laws. The Chief Financial Officer shall
also perform such other duties as shall be assigned to him or her from time to
time by the Board of Trustees.
Section 4.10. The Treasurer. The Treasurer shall have charge
of all receipts and disbursements of the Trust and shall have or provide for
the custody of its funds and securities. Unless the Board of Trustees
determines otherwise, the Treasurer shall have full authority to invest such
funds and securities; to receive and give receipts for all money due and
payable to the Trust and to endorse checks, drafts, and warrants in its name
and on its behalf and to give full discharge for the same. The Treasurer shall
deposit the funds of the Trust, except such as may be invested or required for
current use, in such banks or other places of deposit as the Board of Trustees
may from time to time designate; and, in general, the Treasurer shall perform
all duties incident to the office of Treasurer and such other duties as may
from time to time be assigned to him or her by the Board of Trustees or the
Chief Executive Officer or the President.
Section 4.11. Assistant Treasurers. In the absence or
disability of the Treasurer or when so directed by the Treasurer, any
Assistant Treasurer may perform all the duties of the Treasurer, and, when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the Treasurer. The Assistant Treasurers shall perform such other duties
as from time to time may be assigned to them respectively by the Board of
Trustees, the President or the Treasurer.
Section 4.12. The Secretary. The Secretary shall record all
the votes of the shareholders and of the trustees and the minutes of the
meetings of the shareholders and of the Board of Trustees in a book or books
to be kept for that purpose and shall see that notices of meetings of the
Board and shareholders are given; and, in general, the Secretary shall perform
all duties incident to the office of Secretary, and such other duties
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as may from time to time be assigned to him or her by the Board
of Trustees or the President.
Section 4.13. Assistant Secretaries. In the absence or
disability of the Secretary or when so directed by the Secretary, any
Assistant Secretary may perform all the duties of the Secretary, and, when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the Secretary. The Assistant Secretaries shall perform such other duties
as from time to time may be assigned to them respectively by the Board of
Trustees, the Chief Executive Officer, the President, or the Secretary.
Article 5. INDEMNIFICATION OF
TRUSTEES AND OFFICERS
Section 5.01. Indemnification. The Trust shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or proceeding, including actions by or
in the right of the Trust, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a trustee or
officer of the Trust, or is or was serving while a trustee or officer of the
Trust at the request of the Trust as a trustee, officer, employee, agent,
fiduciary or other representative of another corporation for profit or
not-for-profit, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments,
fines, excise taxes and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action or proceeding unless
the act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.
Section 5.02. Advancement of Expenses. Expenses (including
attorneys fees) incurred by an officer or trustee of the Trust in defending
any action or proceeding referred to in Section 5.01 shall be paid by the
Trust in advance of the final disposition of such action or proceeding upon
receipt of an undertaking by or on behalf of such person to repay such amount
if it shall ultimately be determined that the person is not entitled to be
indemnified by the Trust.
Section 5.03. Other Rights. No trustee shall be personally
liable for monetary damages for any action taken, or failure to take any
action, except to the extent set forth in Paragraph 5.B of the Trust
Agreement. The indemnification and
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advancement of expenses provided by or pursuant to this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Trust Agreement, any
insurance or other agreement, vote of shareholders or trustees or otherwise,
both as to actions in their official capacity and as to actions in another
capacity while holding an office, and shall continue as to a person who has
ceased to be a trustee or officer and shall inure to the benefit of the heirs,
executors and administrators of such person.
Section 5.04. Security Fund; Indemnity Agreements. By
resolution of the Board of Trustees (notwithstanding their interest in the
transaction), the Trust may create and fund a trust fund or fund of any
nature, and may enter into agreements with its trustees, officers, employees
and agents for the purpose of securing or insuring in any manner its
obligation to indemnify or advance expenses provided for or authorized in this
Article, the Trust Agreement, or any applicable law.
Section 5.05. Modification. The duties of the Trust to
indemnify and to advance expenses to a trustee or officer provided in this
Article shall be in the nature of a contract between the Trust and each such
trustee or officer, and no amendment or repeal of any provision of this
Article, and no amendment or termination of any trust or other fund created
pursuant to Section 5.04, shall alter, to the detriment of such trustee or
officer, the right of such person to the advance of expenses or
indemnification related to a claim based on an act or failure to act which
took place prior to such amendment, repeal or termination.
Article 6. DEPOSITS, PROXIES, ETC.
Section 6.01. Deposits and Investments. All funds of the
Trust shall be deposited from time to time to the credit of the Trust in such
banks, trust companies, or other depositaries, or invested in such manner, as
may be authorized by these By-Laws or by the Board of Trustees and all such
funds shall be withdrawn only upon checks signed by, or wire transmissions
authorized by, and all such investments shall only be disposed of by, the
Chief Executive Officer, the President, the Chief Financial Officer, the
Treasurer and such other officers or employees as the Board of Trustees may
from time to time designate.
Section 6.02. Proxies. Unless otherwise ordered by
the Board of Trustees, any officer of the Trust may appoint an
attorney or attorneys (who may be or include such officer
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himself), in the name and on behalf of the Trust, to cast the votes which the
Trust may be entitled to cast as a shareholder or partner or business trust or
otherwise in any other corporation, partnership, business trust or other
entity any of whose shares or other securities are held by or for the Trust,
at meetings of the holders of the shares or other securities of such other
corporation or other entity, or, in connection with the ownership of such
shares or other securities, to consent in writing to any action by such other
corporation or other entity, and may instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent, and
may execute or cause to be executed in the name and on behalf of the Trust
such written proxies or other instruments as he may deem necessary or proper
in the premises.
Section 6.03. Use of Conference Telephone Equipment. One or
more persons may participate in any meeting of the Board of Trustees or any
committee thereof or the shareholders 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 by means of
such equipment shall constitute presence in person at such meeting.
Article 7. SHARE CERTIFICATES; TRANSFER
Section 7.01. Share Certificates. Share certificates, in the
form prescribed by the Board of Trustees, shall be signed by the Chief
Executive Officer, the President or a Vice President and by the Secretary or
the Treasurer or an Assistant Secretary or an Assistant Treasurer of the
Trust, but such signatures may be facsimiles, engraved or printed. In case any
officer who has signed, or whose facsimile signature has been placed upon any
share certificate shall have ceased to be such officer because of death,
resignation, or otherwise, before the certificate is issued, it may be issued
by the Trust with the same effect as if the officer had not ceased to be such
at the date of its issue.
Section 7.02. Transfer of Shares. The Trust or a Registrar
or Transfer Agent of the Trust shall maintain books in which the ownership and
transfer of the Trust's shares shall be definitively registered. Transfer of
share certificates and the shares represented thereby shall be made only on
the books of the Trust by the owner thereof or by his attorney thereunto
authorized, by a power of attorney duly executed and filed with the Secretary
or a Transfer Agent of the Trust and on surrender of the share certificates.
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Section 7.03. Restrictions on Transfer. The restrictions on
transfer set forth in Paragraph 9 of the Trust Agreement shall remain in
effect unless and until terminated or modified by amendment of the Trust
Agreement or as otherwise provided for therein.
Section 7.04. Transfer Agent and Registrar; Regulations. The
Trust may, if and whenever the Board of Trustees so determines, maintain, in
the Commonwealth of Pennsylvania and/or any other state of the United States,
one or more transfer offices or agencies, each in charge of a Transfer Agent
designated by the Board of Trustees, where the shares of the Trust shall be
transferable, and also one or more registry offices, each in charge of a
Registrar (which may also be a Transfer Agent) designated by the Board, where
such shares shall be registered; and no certificates for shares of the Trust
in respect of which a Transfer Agent shall have been designated shall be valid
unless countersigned by such Transfer Agent and no certificates for shares of
the Trust in respect of which a Registrar shall have been designated shall be
valid unless registered by such Registrar. The Board of Trustees may also make
such additional rules and regulations as it may deem expedient concerning the
issue, transfer and registration of its shares.
Section 7.05. Lost, Destroyed and Mutilated Certificates.
The Board of Trustees, by standing resolution or by resolutions with respect
to particular cases, may authorize the issue of new share certificates in lieu
of share certificates lost, destroyed or mutilated, upon such terms and
conditions as the Board of Trustees may direct.
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Article 8. RELATION TO TRUST AGREEMENT; AMENDMENTS
Section 8.01. Relation to the Trust Agreement. These By-Laws
have been adopted by the Board of Trustees under the authority of Paragraph
3.0 of the Trust Agreement. These By-Laws are subordinate to the Trust
Agreement in all respects and in the event of any conflict between the
provisions of these By-Laws and the provisions of the Trust Agreement, the
provisions of the Trust Agreement shall control.
Section 8.02. Amendments. Except as otherwise provided by
Section 5.05 of these By-Laws, these By-Laws may be amended or repealed, or
new By-Laws may be adopted, either (i) by vote of the shareholders at any duly
organized annual or special meeting of shareholders, or (ii) with respect to
those matters that are not by statute committed exclusively to the
shareholders and regardless of whether the shareholders have previously
adopted or approved the bylaw being amended or repealed, by the Board of
Trustees. Any change in these By-Laws shall take effect when adopted unless
otherwise provided in the resolution effecting the change. No provision of
these By-Laws shall vest any property right in any shareholder as such.
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