Exhibit 3.281
AMENDED AND RESTATED
BYLAWS
OF
REIMBURSEMENT TECHNOLOGIES, INC.
ARTICLE I
OFFICES
Section 1.1 Registered Office. The registered office of Reimbursement
Technologies, Inc. (the "Corporation") in the Commonwealth of Pennsylvania shall
be as specified in the Articles of Incorporation of the Corporation as they may
from time to time be amended (the "Articles") or at such other place as the
Board of Directors of the Corporation (the "Board") may specify in a statement
of change of registered office filed with the Department of State of the
Commonwealth of Pennsylvania.
Section 1.2. Other Offices. The Corporation may also have an office or
offices at such other place or places either within or without the Commonwealth
of Pennsylvania as the Board may from time to time determine or the business of
the Corporation requires.
ARTICLE II
MEETINGS OF THE SHAREHOLDERS
Section 2.1. Place. All meetings of the shareholders shall be held at such
places, within or without the Commonwealth of Pennsylvania, as the Board may
from time to time determine.
Section 2.2. Annual Meeting. A meeting of the shareholders for the election
of directors and the transaction of such other business as may properly be
brought before the meeting shall be held once each calendar year on the third
Tuesday in April or, if that be a legal holiday, on the first day thereafter
that is not a legal holiday, or on such other date as the Board shall determine.
If the annual meeting is not called and held within six months after the
designated time for such meeting, any shareholder may call the meeting at any
time after the expiration of such six-month period.
Section 2.3. Written Ballot. Except upon demand by a shareholder entitled
to vote at the election and before the voting begins, elections of directors
need not be by written ballot.
Section 2.4. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, may be called at any time by the President of the
Corporation, by shareholders entitled to cast at least 20% of the votes that all
shareholders are entitled to cast at the particular meeting, or by the Board of
Directors of the corporation, or by any officer of the Corporation
who holds at least 10% of the votes that all shareholders are entitled to cast
at the particular meeting, upon written request delivered to the Secretary of
the Corporation. Any request for a special meeting of shareholders shall state
the purpose or purposes of the proposed meeting. Upon receipt of any such
request, it shall be the duty of the Secretary of the Corporation to give
notice, in a manner consistent with Section 2.6 of these Bylaws, of a special
meeting of the shareholders to be held at such time as the Secretary of the
Corporation may fix, which time may not be, if the meeting is called pursuant to
a statutory right, more than sixty (60) days after receipt of the request. If
the Secretary of the Corporation shall neglect or refuse to fix the date of the
meeting and give notice thereof, the person or persons calling the meeting may
do so.
Section 2.5. Scope of Special Meetings. Business transacted at any special
meeting shall be confined to the business stated in the notice.
Section 2.6. Notice. Written notice of every meeting of the shareholders,
stating the place, the date and hour thereof and, in the case of a special
meeting of the shareholders, the general nature of the business to be transacted
thereat, shall be given in a manner consistent with the provisions of Section
12.5 of these Bylaws at the direction of the Secretary of the Corporation or, in
the absence of the Secretary of the Corporation, any Assistant Secretary of the
Corporation, at least ten (10) days prior to the day named for a meeting called
to consider a fundamental change under Chapter 19 of the Pennsylvania Business
Corporation Law of 1988, as it may from time to time be amended (the "1988
BCL"), or five (5) days prior to the day named for the meeting in any other
case, to each shareholder entitled to vote thereat on the date fixed as a record
date in accordance with Section 8.1 of these Bylaws or, if no record date be
fixed, then of record at the close of business on the 10th day next preceding
the day on which notice is given or, if notice is waived, at the close of
business on the day immediately preceding the day of the meeting, at such
address (or telex, TWX, telecopier or telephone number), as appears on the
transfer books of the Corporation. Any notice of any meeting of shareholders
shall state that, for purposes of any meeting that has been previously adjourned
for one or more periods aggregating at least fifteen (15) days because of an
absence of a quorum, the shareholders entitled to vote who attend such a
meeting, although less than a quorum pursuant to Section 2.7 of these Bylaws,
shall nevertheless constitute a quorum for the purpose of acting upon any matter
set forth in the original notice of the meeting that was so adjourned.
Section 2.7. Quorum. Except as otherwise provided in a bylaw adopted by the
shareholders, the shareholders present in person or by proxy, entitled to cast
at least a majority of the votes that all shareholders are entitled to cast on
any particular matter to be acted upon at the meeting, shall constitute a quorum
for the purposes of consideration of, and action on, such matter; provided that,
if any shareholder is prohibited by contract from voting his shares on any
matter, such shareholder's shares shall not be considered to be outstanding for
purposes of determining a quorum with respect to that particular matter. Shares
of the Corporation owned by it, directly or indirectly, shall not be counted in
determining the total number of outstanding shares for quorum purposes. The
shareholders present in person or by proxy at a duly organized meeting can
continue to do business until the adjournment thereof notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. If a meeting
cannot be organized because a quorum has not attended, the shareholders present
in person or by proxy may, except as otherwise provided by the 1988 BCL and
subject to the provisions of Section 2.8 of these Bylaws, adjourn the meeting to
such time and place as they may determine.
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Section 2.8. Adjournment. Adjournments of any regular or special meeting
may be taken but any meeting at which directors are to be elected shall be
adjourned only from day to day, or for such longer periods not exceeding fifteen
(15) days as the shareholders present and entitled to vote shall direct, until
the directors have been elected. Other than as provided in the last sentence of
Section 2.6 of these Bylaws, notice of the adjourned meeting or the business to
be transacted thereat need not be given, other than announcement at the meeting
at which adjournment is taken, unless the Board fixes a new record date for the
adjourned meeting. At any adjourned meeting at which a quorum is present, any
business may be transacted that might have been transacted at the meeting as
originally noticed.
Unless otherwise provided in a bylaw adopted by the shareholders, those
shareholders entitled to vote present in person or by proxy, although less than
a quorum pursuant to Section 2.7 of these Bylaws, shall nevertheless constitute
a quorum for the purpose of (i) electing directors at a meeting called for the
election of directors that has been previously adjourned for lack of a quorum,
and (ii) acting, at a meeting that has been adjourned for one or more periods
aggregating fifteen (15) days because of an absence of a quorum, upon any matter
set forth in the original notice of such adjourned meeting, provided that such
original notice shall have complied with the last sentence of Section 2.6 of
these Bylaws.
Section 2.9. Majority Voting. At every meeting of the shareholders, every
shareholder entitled to vote shall have the right to one vote for each share
having voting power standing in his or her name on the books of the Corporation.
Shares of the Corporation owned by it, directly or indirectly, shall not be
voted. Any matter brought before a duly organized meeting for a vote of the
shareholders shall be decided by a majority of the votes cast at such meeting by
the shareholders present in person or by proxy and entitled to vote thereon,
unless the matter is one for which a different vote is required by express
provision of the 1988 BCL, the Articles or a provision of these bylaws as
adopted by the shareholders, in any of which case(s) such express provision
shall govern and control the decision on such matter. Any provision in these
Bylaws requiring a vote other than a majority for the taking of any action by
the shareholders shall not be amended or repealed by any lesser number or
percentage of votes.
Section 2.10. Special Voting Provision. The shareholders shall be entitled
to vote in the election of directors as provided in Article IV of these Bylaws.
In addition, the shareholders owning sixty-five percent (65%) or more of all
outstanding shares must approve any of the following actions before they may be
taken by the corporation:
(a) any commitment for the borrowing of, or any borrowing of, any
funds from any person other than a shareholder, (except that this special voting
requirement shall not apply to any borrowings (whether or not outstanding on the
date these Bylaws are adopted)) under the revolving credit and term loan
facility extended to the corporation by Philadelphia National Bank, incorporated
as CoreStates Bank, N.A.;
(b) any increase in any salary, bonus, director's fee or other
compensation to be paid to any shareholder as an employee, officer or director
of the corporation; or any increase in any director's fee paid to anyone other
than a shareholder (except that setting an initial director's fee shall not be
considered to be an increase except to the extent it would exceed a reasonable
amount customarily paid to directors as a director's fee).
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(c) any hiring or firing of, or any increase in salaries to be paid
to, any senior managerial employee of the company who is not also a shareholder;
(d) entering into any contract for the provision of health care
billing management or reimbursement maximization services;
(e) any changes to these bylaws, except as expressly permitted herein;
(f) any commitment to sell any assets or the business of the
corporation;
(g) any amendment to the Articles of Incorporation of the corporation
or any merger with or into, or any consolidation with, any other corporation;
(h) any incurring of an expense greater than $25,000; and
(i) any issuance of shares of stock in the corporation to any person
other than a person already owning shares of stock in the corporation. Issuance
of shares of stock in the corporation to a shareholder shall be governed by the
terms of a certain Shareholders' Agreement among the corporation, Murray D. Fein
and Stuart L. Wolf and dated July 24, 1991 (the "Shareholders' Agreement").
If and for so long as any person holding thirty-five percent (35%) or
more of the corporation's outstanding stock is not competent, which means for
these purposes that he is not capable of understanding the nature of his
property and of making business decisions as an ordinary prudent person might
make in similar circumstances, then the shares held by such person shall be
deemed not to be outstanding for purposes of this Section 2.10 (and for purposes
of establishing a quorum at any meeting of shareholders).
Section 2.11. Proxies. Every shareholder entitled to vote at a meeting of
the shareholders or to express consent or dissent to corporate action in writing
may authorize another person to act for him or her by proxy. The presence of, or
vote or other action at a meeting of shareholders, or the expression of consent
or dissent to corporate action in writing, by a proxy of a shareholder, shall
constitute the presence of, or vote or action by, or written consent or dissent
of the shareholder. Every proxy shall be executed in writing by the shareholder
or by the shareholder's duly authorized attorney in fact 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 of revocation has been given to the Secretary of the
Corporation. No unrevoked proxy shall be valid after three (3) 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 such
death or incapacity is given to the Secretary of the Corporation.
Section 2.12. Voting Lists. The officer or agent having charge of the
transfer books for securities of the Corporation shall make a complete list of
the shareholders entitled to vote at a meeting of the shareholders, arranged in
alphabetical order, with the address of and the number of shares held by each
shareholder, which list shall be produced and kept open at the time and
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place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting.
Section 2.13. Judges of Election. In advance of any meeting of the
shareholders, the Board may appoint judges of election, who need not be
shareholders, to act at such meeting or any adjournment thereof. If judges of
election are not so appointed, the presiding officer of any such 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, as determined by the Board
to be appropriate under the circumstances. No person who is a candidate for
office to be filled at the meeting shall act as a judge at the meeting. The
judges of election shall do all such acts as may be proper to conduct the
election or vote with fairness to all shareholders, and shall make a written
report of any matter determined by them and execute a certificate of any fact
found by them, if requested by the presiding officer of the meeting or any
shareholder or the proxy of any shareholder. 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.
Section 2.14. Participation by Conference Call. The right of any
shareholder to participate in any shareholders' meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting may hear each other, in which event all
shareholders so participating shall be deemed present at such meeting, shall be
granted solely in the discretion of the Board.
ARTICLE III
SHAREHOLDER ACTION BY WRITTEN CONSENT
Section 3.1. Unanimous Written Consent. Any action required or permitted to
be taken at a meeting of the shareholders or of a class of shareholders may be
taken without a meeting if, prior or subsequent to the action, a consent or
consents thereto in writing, setting forth the action so taken, shall be signed
by all of the shareholders who would be entitled to vote at a meeting for such
purpose and filed with the Secretary of the Corporation.
Partial Written Consent. Any action required or permitted to be taken at a
meeting of the shareholders or of a class of shareholders may be taken without a
meeting upon the written consent of shareholders who would have been entitled to
cast the minimum number of votes that would be necessary to authorize the action
at a meeting at which all shareholders entitled to vote thereon were present and
voting. The consents shall be filed with the Secretary of the Corporation. An
action taken pursuant to this section shall not become effective until at least
ten (10) days' written notice has been given to each shareholder entitled to
vote thereon who has not consented thereto.
Section 3.2. Record Date - Consents. Except as otherwise provided in
Section 8.1 of these Bylaws, the record date for determining shareholders
entitled to express consent or dissent to action in writing without a meeting,
when prior action by the Board is not necessary, shall be at the close of
business on the day on which the first written consent or dissent is filed with
the Secretary of the Corporation. If prior action by the Board is necessary, the
record date for
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determining such shareholders shall be at the close of business on the day on
which the Board adopts the resolution relating to such action.
ARTICLE IV
DIRECTORS
Section 4.1. Number and Qualifications. The Board shall consist of not less
than two nor more than seven directors, the number of such directors to be
determined from time to time by a majority of votes entitled to be cast at a
meeting of Shareholders in the election of directors. Directors shall be elected
by the shareholders and shall be natural persons of full age. Directors need not
be residents of the Commonwealth of Pennsylvania or security holders of the
Corporation.
Section 4.2. Term. Each director shall be elected to serve a term of one
year and until a successor is elected and qualified or until the director's
earlier death, resignation or removal.
Section 4.3. Nominations of Directors. Nominees for election to the Board
may be designated by each shareholder. A nominating shareholder shall provide
his nomination, together with (i) a written description of the nominee's
qualifications and other relevant biographical information, (ii) a description
of any arrangements or understandings among the recommending shareholder and
each nominee and any other person with respect to such nomination, and (iii) the
consent of each nominee to serve as a director of the Corporation if so elected,
to the Secretary of the Corporation not later than ten (10) days before the
meeting at which directors are to be elected. Only persons duly nominated for
election to the Board in accordance with this Section 4.3 shall be eligible for
election to the Board.
Section 4.4. Vacancies. Vacancies in the Board, including vacancies
resulting from an increase in the number of directors, shall be filled by a
majority of votes entitled to be cast at a meeting of shareholders in the
election of directors and each person so elected shall serve as a director for
the balance of the unexpired term.
Section 4.5. Removal. The entire Board or any one or more directors may be
removed from office without assigning any cause by the majority vote of the
shareholders, except as provided in the Shareholders' Agreement.
Section 4.6. Powers. The business and affairs of the Corporation shall be
managed under the direction of its Board, which may exercise all powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles or these Bylaws directed or required to be exercised and done by
the shareholders.
Section 4.7. Place of Board Meetings. Meetings of the Board may be held at
such place within or without the Commonwealth of Pennsylvania as the Board may
from time to time appoint or as may be designated in the notice of the meeting.
Section 4.8. First Meeting of Newly Elected Board. The first meeting of
each newly elected Board may be held at the same place and immediately after the
meeting at which such directors were elected and no notice shall be required
other than announcement at such meeting.
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If such first meeting of the newly elected Board is not so held, notice of such
meeting shall be given in the same manner as set forth in Section 4.9 of these
Bylaws with respect to notice of regular meetings of the Board.
Section 4.9. Regular Board Meetings; Notice. Regular meetings of the Board
may be held at such times and places as shall be determined from time to time by
resolution of at least a majority of the whole Board at a duly convened meeting,
or by unanimous written consent. The Secretary may, but need not, provide notice
of each regular meeting of the Board specifying the date, place and hour of the
meeting in a manner consistent with Section 12.5 of these Bylaws.
Section 4.10. Special Board Meetings; Notice. Special meetings of the Board
may be called by the President of the Corporation on notice to each director,
specifying the date, place and hour of the meeting and given within the same
time and in the same manner provided for notice of regular meetings in Section
4.9 of these Bylaws. Special meetings shall be called by the Secretary of the
Corporation in like manner and on like notice on the written request of two
directors.
Section 4.11. Quorum of the Board. At all meetings of the Board, the
presence of a majority of the directors in office shall constitute a quorum for
the transaction of business, and, except as provided in these Bylaws with
respect to matters requiring shareholder approval, 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. If a quorum shall not be present at any meeting of
directors, the directors present thereat may adjourn the meeting. It shall not
be necessary to give any notice of the adjourned meeting or of the business to
be transacted thereat other than by announcement at the meeting at which such
adjournment is taken.
Section 4.12. Committees of Directors. The Board may, by resolution adopted
by a majority of the directors in office, establish one or more committees, each
committee to consist of one or more of the directors, and 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. Any such committee, to the extent provided
in such resolution of the Board or in these Bylaws, shall have and may exercise
all of the powers and authority of the Board; provided, however, that no such
committee shall have any power or authority to (i) submit to the shareholders
any action requiring approval of the shareholders under the 1988 BCL, (ii)
create or fill vacancies on the Board, (iii) amend or repeal these Bylaws or
adopt new bylaws, (iv) amend or repeal any resolution of the Board that by its
terms is amendable or repealable only by the Board, (v) act on any matter
committed by these Bylaws or by resolution of the Board to another committee of
the Board, (vi) amend the Articles or (vii) adopt a plan or an agreement of
merger or consolidation. In the absence or disqualification of a member or
alternate member or members of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not a quorum
is present, may unanimously appoint another director to act at the meeting in
the place of any absent or disqualified member. Minutes of all meetings of any
committee of the Board shall be kept by the person designated by such committee
to keep such minutes. Copies of such minutes and any writing setting forth an
action taken by written consent without a meeting shall be distributed to each
member of the Board promptly after such meeting is held or such action is taken.
Each committee of the Board shall serve at the pleasure of the Board.
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Section 4.13. Participation in Board Meetings by Telephone. One or more
directors may participate in a meeting of the Board or of a committee of the
Board by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
all directors so participating shall be deemed present at the meeting.
Section 4.14. Action by Consent of Directors. Any action required or
permitted to be taken at a meeting of the Board or of a committee of the Board
may be taken without a meeting if, prior or subsequent to the action, a consent
or consents in writing setting forth the action so taken shall be signed by all
of the directors in office or the members of the committee, as the case may be,
and filed with the Secretary of the Corporation.
Section 4.15. Compensation of Directors. The Board may, by resolution, fix
the compensation of directors for their services as directors. A director may
also serve the Corporation in any other capacity and receive compensation
therefor.
Section 4.16. Directors' Liability. No person who is or was a director of
the Corporation shall be personally liable for monetary damages for any action
taken, or any failure to take any action unless (a) such director has breached
or failed to perform the duties of his or her office under the 1988 BCL and (b)
the breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness, or unless such liability is imposed pursuant to a criminal statute
or for the payment of taxes pursuant to local, state or federal law.
ARTICLE V
OFFICERS
Section 5.1. Principal Officers. The officers of the Corporation shall be
chosen by the Board, and shall include a President, one or more Vice Presidents,
a Secretary and a Treasurer (collectively, the "Principal Officers"). The
President, all Vice Presidents 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. Any number of offices may be held by the same person.
Section 5.2. Electing Principal Officers. Except as provided in Section
2.10 of these Bylaws, the Board, immediately after each annual meeting of the
shareholders, shall elect the Principal Officers of the Corporation, none of
whom need be members of the Board.
Section 5.3. Other Officers. The Corporation may have such other officers,
assistant officers, agents and employees as the Board may deem necessary, each
of whom shall hold office for such period, have such authority and perform such
duties as the Board or the President may from time to time determine.
Section 5.4. Compensation. Except as provided in Sections 2.10 and 5.3 of
these Bylaws, the salaries of all officers of the Corporation shall be fixed by
the Board.
Section 5.5. Term of Office; Removal. Except as provided in Section 2.10 of
these Bylaws, (a) each officer of the Corporation shall hold office until his or
her successor has been chosen and qualified or until his or her earlier death,
resignation or removal; (b) vacancies of any
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office shall be filled by the Board; and (c) any officer or agent may be removed
by the Board with or without cause, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. The election or
appointment of an officer or agent shall not of itself create any contract
rights.
Section 5.6. The President. The President shall be the chief executive
officer of the Corporation; he or she shall preside at all meetings of the
shareholders and directors, shall have general and active management of the
business of the Corporation and shall see that all orders and resolutions of the
board are carried into effect.
Section 5.7. The Vice Presidents. The Vice-President or Vice-Presidents, in
the order designated by the Board, shall, in the absence or disability of the
President, perform the duties and exercise the powers of the President, and
shall perform such other duties as the Board may prescribe or the President may
delegate to them.
Section 5.8. The Secretary. The Secretary shall attend all sessions of the
Board and all meetings of the shareholders and record all the votes of the
Corporation and the minutes of all the transactions in a book to be kept for
that purpose, and shall perform like duties for the committees of the Board when
required. The Secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the Board, and shall perform such other duties as may
be prescribed by the Board or the President, under whose supervision the
Secretary shall be. He or she shall keep in safe custody the corporate seal, if
any, of the Corporation.
Section 5.9. The Treasurer.
(a) The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as shall be designated by the Board.
(b) The Treasurer shall disburse the funds of the Corporation as may
be ordered by the Board, taking proper vouchers for such disbursements, and
shall render to the President and directors, at the regular meetings of the
Board, or whenever they may require it, an account of all his or her
transactions as Treasurer.
Section 5.10. Bonds. If required by the Board, any officer shall give the
Corporation a bond in such sum, and with such surety or sureties as may be
satisfactory to the Board, for the faithful discharge of the duties of his or
her office and for the restoration to the Corporation, in the case of his or her
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his or her possession or
under his or her control belonging to the Corporation.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 6.1. Share Certificates. The certificates representing shares of
the Corporation shall be numbered and registered in a share register as they are
issued. The share register shall
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exhibit the names and addresses of all registered holders and the number and
class of shares and the series, if any, held by each.
The Certificate shall state that the Corporation is incorporated under the
laws of the Commonwealth of Pennsylvania, the name of the registered holder and
the number and class of shares and the series, if any, represented thereby. If,
under its Articles, the Corporation is authorized to issue shares of more than
one class or series, each Certificate shall set forth, or shall contain a
statement 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 to fix and determine such rights.
Section 6.2. Execution of Certificates. Every share certificate shall be
executed, by facsimile or otherwise, by or on behalf of the Corporation, by the
President, by any Vice-President, or by the Secretary. 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
Corporation with the same effect as if the officer had not ceased to be such at
the time of issue.
ARTICLE VII
TRANSFER OF SHARES
Section 7.1. Transfer; Duty of Inquiry. Upon presentment to the Corporation
or its transfer agent of a share certificate indorsed by the appropriate person
or accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto and
the old certificate cancelled and the transfer registered upon the books of the
Corporation, unless the Corporation or its transfer agent has a duty to inquire
as to adverse claims with respect to such transfer which has not been
discharged. The Corporation shall have no duty to inquire into adverse claims
with respect to transfers of its securities or the rightfulness thereof unless
(a) the Corporation has received written notification of an adverse claim at a
time and in a manner which affords the Corporation a reasonable opportunity to
act on it before the issuance of a new, reissued or re-registered share
certificate and the notification identifies the claimant, the registered owner
and the issue of which the share or shares are a part and provides an address
for communications directed to the claimant; or (b) the Corporation has required
and obtained, with respect to a fiduciary, a copy of a will, trust, indenture,
articles of co-partnership, bylaws or other controlling instruments, for a
purpose other than to obtain appropriate evidence of the appointment or
incumbency of the fiduciary, and such documents indicate, upon reasonable
inspection, the existence of an adverse claim.
Section 7.2. Discharging Duty of Inquiry. The Corporation may discharge any
duty of inquiry by any reasonable means, including notifying an adverse claimant
by registered or certified mail at the address furnished by the claimant or, if
there is no such address, at the claimant's residence or regular place of
business, that the security has been presented for registration of transfer by a
named person, and that the transfer will be registered unless within thirty (30)
days from the date of mailing the notification, either (a) an appropriate
restraining
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order, injunction or other process, issues from a court of competent
jurisdiction or (b) an indemnity bond, sufficient in the Corporation's judgment
to protect the Corporation and any transfer agent, registrar or other agent of
the Corporation involved from any loss which it or they may suffer by complying
with the adverse claim, is filed with the Corporation.
ARTICLE VIII
RECORD DATE; IDENTITY OF SHAREHOLDERS
Section 8.1. Record Date. The Board may fix a time, prior to the date of
any meeting of the shareholders, as a record date for the determination of the
shareholders entitled to notice of, or to vote at, the meeting, which time,
except in the case of an adjourned meeting, shall not be more than ninety (90)
days prior to the date of the meeting. Except as otherwise provided in Section
8.2 of these Bylaws, only the shareholders of record at the close of business on
the date so fixed shall be entitled to notice of, or to vote at, such meeting,
notwithstanding any transfer of securities on the books of the Corporation after
any record date so fixed. The Board may similarly fix a record date for the
determination of shareholders for any other purpose. When a determination of
shareholders of record has been made as herein provided 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.
Section 8.2. Certification of Nominee. The Board may adopt a procedure
whereby a shareholder may certify in writing to the Secretary of 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. The Board, in
adopting such procedure, may specify (i) the classification of shareholder who
may certify, (ii) the purpose or purposes for which the certification may be
made, (iii) the form of certification and the information to be contained
therein, (iv) as to certifications with respect to a record date, the date after
the record date by which the certification must be received by the Secretary of
the Corporation, and (v) such other provisions with respect to the procedure as
the Board deems necessary or desirable. Upon receipt by the Secretary of the
Corporation of a certification complying with the procedure, the persons
specified in the certification shall be deemed, for the purpose or purposes set
forth in the certification, to be the holders of record of the number of shares
specified instead of the persons making the certification.
ARTICLE IX
REGISTERED SHAREHOLDERS
Section 9.1. Before due presentment for transfer of any shares, the
Corporation shall treat the registered owner thereof as the person exclusively
entitled to vote, to receive notifications and otherwise to exercise all the
rights and powers of an owner, and shall not be bound to recognize any equitable
or other claim or interest in such securities, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of the
Commonwealth of Pennsylvania or Section 8.2 of these Bylaws.
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ARTICLE X
LOST CERTIFICATES
Section 10.1. If the owner of a share certificate claims that it has been
lost, destroyed, or wrongfully taken, the Corporation shall issue a new
certificate in place of the original certificate if the owner so requests before
the Corporation has notice that the certificate has been acquired by a bona fide
purchaser, and if the owner has filed with the Corporation an indemnity bond and
an affidavit of the facts satisfactory to the Board or its designated agent, and
has complied with such other reasonable requirements, if any, as the Board may
deem appropriate.
ARTICLE XI
DISTRIBUTIONS
Section 11.1. Distributions. Distributions upon the shares of the
Corporation, whether by dividend, purchase or redemption or other acquisition of
its shares subject to any provisions of the Articles related thereto, may be
authorized by the Board at any regular or special meeting of the Board and may
be paid directly or indirectly in cash, in property or by the incurrence of
indebtedness by the Corporation.
Section 11.2. Reserves. Before the making of any distributions, there may
be set aside out of any funds of the Corporation available for distributions
such sum or sums as the Board from time to time, in its absolute discretion,
deems proper as a reserve fund to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the Board shall deem conducive to the interests of the
Corporation, and the Board may abolish any such reserve in the manner in which
it was created.
Section 11.3. Stock Dividends/Splits. Stock dividends or splits upon the
shares of the corporation, subject to any provisions of the Articles related
thereto, may be authorized by the Board at any regular or special meeting of the
Board.
ARTICLE XII
GENERAL PROVISIONS
Section 12.1. Financial Reports to Shareholders. Unless otherwise agreed in
a separate writing between the Corporation and a shareholder, the Corporation
shall furnish to its shareholders annual financial statements, including at
least a balance sheet as of the end of each fiscal year and a statement of
income and expenses for the fiscal year. The financial statements shall be
prepared on the basis of generally accepted accounting principles, if the
Corporation prepares financial statements for the fiscal year on that basis for
any purpose, and may be consolidated statements of the Corporation and one or
more of its subsidiaries. The financial statements shall be mailed by the
Corporation to each of its shareholders entitled thereto within 120 days after
the close of each fiscal year and, after the mailing and upon written request,
shall be mailed by the Corporation to any shareholder or beneficial owner
entitled thereto to whom a copy of the most recent annual financial statements
has not previously been mailed. Statements
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that are audited or reviewed by a public accountant shall be accompanied by the
report of the accountant. In other cases, each copy shall be accompanied by a
statement of the person in charge of the financial records of the Corporation:
(a) stating his reasonable belief as to whether or not the financial
statements were prepared in accordance with generally accepted accounting
principles and, if not, describing the basis of presentation, and
(b) describing any material respects in which the financial statements
were not prepared on a basis consistent with those prepared for the previous
year.
Section 12.2. Checks and Notes. All checks or demands for money and notes
of the Corporation shall be signed by such officer or officers as the Board may
from time to time designate; provided, however, that any check or demand for
money on the accounts of the Corporation in excess of ten thousand dollars
($10,000) be signed by two authorized signers as designated by the Board.
Section 12.3. Fiscal Year. The fiscal year of the Corporation shall end on
December 31.
Section 12.4. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Pennsylvania." Such seal may be used by causing it or a facsimile thereof
to be impressed or affixed or in any manner reproduced. The affixation of the
corporate seal shall not be necessary to the valid execution, assignment or
endorsement of any instrument or other document by the Corporation.
Section 12.5. Notices. Whenever, under the provisions of the 1988 BCL or of
the Articles or of these Bylaws or otherwise, written notice is required to be
given to any person, it may be given to such person either personally or by
sending a copy thereof by first class or express mail, postage prepaid, telegram
(with messenger service specified), telex, TWX (with answerback received),
courier service (with charges prepaid) or telecopier, to his or her address, (or
to his or her telex, TWX, telecopier or telephone number), 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. A notice given
by telex or TWX shall be deemed to have been given when dispatched.
Section 12.6. Waiver of Notice. Whenever any notice is required to be given
by the 1988 BCL or by 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 such
notice. Neither the business to be transacted at nor the purpose of a meeting
need be specified in the waiver of notice of the meeting. Attendance of a person
at any meeting shall constitute a waiver of notice of the meeting, except where
any person attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting was not lawfully called or
convened, and the person so objects at the beginning of the meeting.
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ARTICLE XIII
AMENDMENTS
Section 13.1. Amendments. The Bylaws may be adopted, amended or repealed by
a vote of sixty-five percent (65%) of the shareholders entitled to vote thereon
at any regular or special meeting duly convened. In the case of a meeting of
shareholders, 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. Any change in the Bylaws shall take effect when adopted unless
otherwise provided in the resolution effecting the change.
ARTICLE XIV
INDEMNIFICATION
Section 14.1. Officers and Directors - Direct Actions. The Corporation
shall indemnify, to the extent permitted under these Bylaws, any person who was
or is a party (other than a party plaintiff suing on his or her own behalf), or
who is threatened to be made such a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation)
arising out of, or in connection with, any actual or alleged act or omission or
by reason of the fact that he or she is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director or officer of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she met the standard of conduct of (i)
acting in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the Corporation and (ii) with respect to
any criminal proceeding, having no reasonable cause to believe his or her
conduct was unlawful. The termination of any action or 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 person did not act
in good faith and in a manner that he or she reasonably believed to be in, or
not opposed to, the best interests of the Corporation and, with respect to any
criminal proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
Section 14.2. Officers and Directors - Derivative Actions. The Corporation
shall indemnify any person who was or is a party (other than a party suing in
the right of the Corporation), or is threatened to be made a party, to any
threatened, pending or completed action by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that the person is or was
a director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of the action if he or she met the standard of conduct of acting in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the
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Corporation. Indemnification shall not be made in respect of any claim, issue or
matter as to which the person has been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Common Pleas of the judicial
district embracing the county in which the registered office of the Corporation
is located or the court in which the action was brought determines upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for the expenses that the Court of Common Pleas or other court deems
proper.
Section 14.3. Employees and Agents. The Corporation may, to the extent
permitted by the 1988 BCL, indemnify any person who is or was an employee or
agent of the Corporation, other than an officer, or is or was serving at the
request of the Corporation as an employee or agent of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him by reason of his service on behalf of the Corporation, provided such
person has met the applicable standard of conduct as would apply in any
particular instance under the 1988 BCL.
Section 14.4. Mandatory Indemnification. To the extent that a director,
officer, employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action or proceeding referred to in Sections
14.1, 14.2 or 14.3 of this Article XIV, or in defense of any claim, issue or
matter therein, he or she shall be indemnified by the Corporation against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.
Section 14.5. Advancing Expense. Expenses (including attorneys' fees)
incurred by an officer, director, employee or agent in defending any action or
proceeding referred to in this Article XIV may be paid by the Corporation in
advance of the final disposition of the action or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it is
ultimately determined that he or she is not entitled to be indemnified by the
Corporation as authorized in this Article XIV.
Section 14.6. Procedure.
(a) Unless ordered by a court, any indemnification under Section 14.1,
14.2 or 14.3 of this Article XIV shall be made by the Corporation only as
authorized in a specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in Section 14.1,
14.2 or 14.3.
(b) Expenses shall be advanced by the Corporation to a director or
officer upon a determination that such person has met the applicable standard of
conduct set forth in Section 14.1 or 14.2 of this Article and has satisfied the
terms set forth in Section 14.5 of this Article.
(c) Expenses may be advanced to an employee or agent of the
Corporation upon a determination that such employee or agent has satisfied the
terms of Section 14.3 and
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14.5 of this Article and, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to advancement of expenses.
(d) All determinations under this Section 14.6 shall be made:
(1) With respect to indemnification under Section 14.3 and
advancement of expenses under Section 14.6(c), by the Board by a majority vote.
(2) With respect to indemnification under Section 14.1 or 14.2
and advancement of expenses under Section 14.6(b),
(A) By the Board by a majority vote of a quorum consisting
of directors who were not parties to such action or proceeding, or
(B) If such a quorum is not obtainable, or, if obtainable
and if a majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or
(C) By the shareholders.
Section 14.7. Nonexclusivity of Indemnification.
(a) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article XIV shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under any Bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to actions in his or her official capacity and
as to actions in another capacity while holding that office. Sections 1728
(relating to interested directors; quorum) and 1770 (relating to interested
shareholders) of the 1988 BCL shall be applicable to any Bylaw, contract or
transaction authorized by the directors under this Section 14.7. The Corporation
may create a fund of any nature, which may, but need not be, under the control
of a trustee, or otherwise secure or insure in any manner its indemnification
obligations, whether arising under or pursuant to this Article XIV or otherwise.
(b) Indemnification pursuant to Section 14.7(a) shall not be made in
any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
(c) Indemnification pursuant to Section 14.7(a) under any Bylaw,
agreement, vote of shareholders or directors or otherwise, may be granted for
any action taken or any failure to take any action and may be made whether or
not the Corporation would have the power to indemnify the person under any other
provision of law except as provided in this Section 14.7 and whether or not the
indemnified liability arises or arose from any threatened or pending or
completed action by or in the right of the Corporation.
Section 14.8. Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another domestic or
foreign corporation for profit or not-for-profit,
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partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the Corporation would
have the power to indemnify him or her against that liability under the
provisions of this Article XIV.
Section 14.9. Past Officers and Directors. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article XIV
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent of the
Corporation and shall inure to the benefit of the heirs and personal
representatives of that person.
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