Exhibit 3.81
BYLAWS
OF
COORDINATED HEALTH SERVICES, INC.
ARTICLE I
OFFICES
1.01. The registered agent and office of COORDINATED HEALTH SERVICES, INC.
(the "Corporation") shall be such registered agent and office as shall from time
to time be established pursuant to the articles of incorporation, as amended
from time to time, of the Corporation (the "Charter") or by resolution of the
Board of Directors of the Corporation (the "Board").
1.02. The Corporation may also have offices at such other places both
within and without the State of Pennsylvania as the Board may from time to time
determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
2.01. Meetings of Shareholders of the Corporation (the "Shareholders") for
any purpose may be held at such place, within or without the State of
Pennsylvania, as shall be fixed from time to time by the Board, or, if the Board
has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.
2.02. An annual meeting of the Shareholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.
2.03. At least ten days before each meeting of Shareholders, a complete
list of the Shareholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Shareholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Shareholder who may be present.
2.04. Special meetings of the Shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a
majority of the Board, or the holders of not less than ten percent of all the
shares entitled to vote at the meetings. Business transacted at all special
meetings shall be confined to the objects stated in the notice of the meeting.
2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall Bylaws be delivered not less than ten nor more than
sixty days before the date of the meeting, either personally or by mail, by or
at the direction of the President, the Secretary, or the officer or person
calling the meeting, to each Shareholder of record entitled to vote at the
meeting.
2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.
2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, unless otherwise provided by statute or the Charter. At any
meeting of the Shareholders, every Shareholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Shareholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Shareholders present at the meeting.
2.09. The Board may fix in advance a record date for the purpose of
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.
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2.10. Any action required by statute to be taken at a meeting of the
Shareholders, or any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Shareholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Shareholders.
2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Shareholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
ARTICLE III
DIRECTORS
3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Shareholders.
3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Shareholders at the
annual meeting or a special meeting called for that purpose, but no decrease
shall have the effect of shortening the term of an incumbent director. Directors
need not be Shareholders or residents of the State of Pennsylvania. The
directors shall be elected at the annual meeting of the Shareholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.
3.03. At any meeting of Shareholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Shareholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Shareholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Shareholders.
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3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.
3.05. At each election for directors, every Shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Shareholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.
Executive and Other Committees
3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.
Meetings of Directors
3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Pennsylvania.
3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Shareholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.
3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.
3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.
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3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by statute or by the Charter or by these
bylaws. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.
3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
Compensation of Directors
3.14. Directors, as such, shall not receive any stated salary for their
services, but, by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided that nothing herein contained shall be construed
to preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
ARTICLE IV
NOTICES
4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Shareholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.
4.02. Whenever any notice is required to be given to any Shareholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.
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ARTICLE V
OFFICERS
5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.
5.02. The Board at its first meeting after each annual meeting of
Shareholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.
5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.
5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.
5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.
Chairman of the Board
5.06. The Chairman of the Board shall preside at all meetings of the
shareholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.
Chief Executive Officer
5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.
Vice-Chairman of the Board
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5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Shareholders and the Board. He shall be ex-officio a member of all standing
committees.
The President
5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.
The Secretary and Assistant Secretaries
5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Shareholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Shareholders and special meetings 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.
5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.
The Treasurer
5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of 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
may be designated by the Board.
5.13. 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 directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.
5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.
5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.
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Other Offices
5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.
ARTICLE VI
CERTIFICATES REPRESENTING SHARES
6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Shareholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of Pennsylvania. Each certificate shall be signed by either the
President or any Vice President then in office and by either the Secretary, an
Assistant Secretary, or any Treasurer then in office, and may be sealed with the
seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer of the Corporation may be a facsimile.
Whenever the Corporation shall be authorized to issue more than one class of
stock, there shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and (b) if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences
of the shares of each series so far as the same have been fixed and determined
and the authority of the Board to fix and determine the relative rights and
preferences of subsequent series; or (2) stated conspicuously on the face or
back of the certificate that (a) such a statement is set forth in the Charter on
file in the office of the Secretary of State of Pennsylvania and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. Whenever the Corporation by the Charter
has limited or denied the preemptive rights of Shareholders to acquire unissued
or treasury shares of the Corporation, each certificate (1) shall conspicuously
set forth upon the face or back of such certificate a full statement of the
limitation or denial of preemptive rights contained in the Charter, or (2) shall
conspicuously state on the face or back of the certificate that (a) such
statement is set forth in the Charter on file in the office of the Secretary of
State of Pennsylvania and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office. If any
restriction on the transfer or the registration of the transfer of shares shall
be imposed or agreed to by the Corporation, as permitted by law, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that
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such a restriction exists pursuant to a specified document and (a) that the
Corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Pennsylvania
Corporation Act, that such document is on file in the office of the Secretary of
State of Pennsylvania and contains a full statement of such restriction.
Lost Certificates
6.02. The Board may direct a new certificate representing shares to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate to be lost or destroyed. When authorizing
such issue of a new certificate, the Board, in its discretion and as a condition
precedent to the issuance thereof, may require the owner of such lost or
destroyed certificate, or his legal representative, to advertise the same in
such manner as it shall require and/or give the Corporation a bond in such form,
in such sum, and with such surety or sureties as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
Transfer of Shares
6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by Pennsylvania law, it shall be the duty of the Corporation
or the transfer agent of the Corporation to register the transfer as requested.
Registered Shareholders
6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.
ARTICLE VII
GENERAL PROVISIONS
Dividends
7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Shareholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In
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the absence of any action by the Board, the date upon which the Board adopts the
resolution declaring such dividend shall be the record date.
Reserves
7.02. There may be created by resolution of the Board out of the surplus of
the Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.
Checks
7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.
Execution of Contracts, Deeds, Etc.
7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.
Fiscal Year
7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.
Voting of Securities
7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.
Indemnification
7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is threatened to be made a named defendant or respondent to any
threatened, pending, or completed
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action, suit, or proceeding, whether civil, criminal, arbitral, administrative,
or investigative, any appeal in such action, suit, or proceeding, and any
inquiry or investigation that could lead to such an action, suit, or proceeding,
because such 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, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan, or other enterprise, against judgments, penalties
(including excise and similar taxes), fines, settlements, and reasonable
expenses (including attorneys' fees) actually incurred by such person in
connection with such action, suit, or proceeding. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that an individual did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof; if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief that he has met
the standard of conduct necessary for indemnification and (ii) a written
undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.
(c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the shareholders with or before the notice or waiver of notice of the
next Shareholder's meeting or with or before the next submission to Shareholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.
(d) The Corporation may purchase and maintain insurance on behalf of any
person who, is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.
(e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Shareholders or
directors of the Corporation, an agreement or otherwise,
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and shall continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person. The rights provided in this Section 7.07 shall
be deemed to be provided by a contract between the Corporation and the
individuals who serve in the capacities described in subsection (a) hereof at
any time while these bylaws are in effect, and no repeal or modification of this
Section 7.07 by the Shareholders shall adversely affect any right of any person
otherwise entitled to indemnification by virtue of this Section 7.07 at the time
of such repeal or modification.
ARTICLE VIII
AMENDMENTS
8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:
(1) the Charter or statute reserves the power exclusively to the
Shareholders in whole or part; or
(2) the Shareholders in amending, repealing or adopting a particular
bylaw expressly provide that the Board may not amend or repeal such bylaw.
8.02. Unless the Charter or a bylaw adopted by the Shareholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Shareholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.
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PROFESSIONAL REIMBURSEMENT SERVICES, INC.
BY-LAWS
ARTICLE I. Offices.
1.1 Principal Office. The Corporation may have offices at such places as
the Board of Directors may, from time to time, appoint or as the business of the
Corporation may require. The principal office of the Corporation may be changed
and need not be the registered office of the Corporation.
1.2 Registered Office. The Corporation shall have and continuously maintain
within the Commonwealth a registered office which may, but need not, be the same
as its principal office.
ARTICLE II. Shareholders.
2.1 Annual Meeting. The annual meeting of the shareholders shall be held on
the first Tuesday of November, in each year commencing in 1992, at 10 o'clock
A.M. local time or on such other date and at such other time within any
particular calendar year as the Board of Directors may adopt. The adoption of
such other date or time shall be promptly recorded with the Secretary of the
Corporation. If the day fixed for the annual meeting shall be a legal holiday in
the Commonwealth of Pennsylvania, such meeting shall be held on the next
succeeding business day. If the annual meeting has not been held within six (6)
months of such designated date, any shareholder may call such meeting at any
time thereafter.
At the annual meeting, the shareholders shall elect Directors for the
ensuing year and may transact such other business as may properly come before
the meeting.
2.2 Special Meetings. Special meetings of the shareholders may be called at
any time by the Board of Directors, by the shareholders entitled to cast at
least one-fifth (1/5) of the votes which all shareholders are entitled to cast
at the particular meeting or by the Chairman of the Board, if any, or the
President of the Company. Upon written request of any person or persons who have
duly called a special meeting, the Secretary shall fix the date of the meeting
to be held not more than sixty (60) days after receipt of the request and give
due notice thereof to the shareholders entitled to vote thereat. If the
Secretary shall neglect or refuse to fix such date or give such notice, the
person or persons calling the meeting may do so.
2.3 Place of Meeting. The Board of Directors may designate any place,
either within, or without the Commonwealth of Pennsylvania, as the place of
meeting for shareholders. If no designation is made by the Board of Directors,
the place of meeting shall be at the principal office of the Corporation in the
Commonwealth of Pennsylvania.
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2.4 Notice of Meeting. Written notice shall, unless otherwise provided by
statute, be given by, or at the direction of, the Secretary or, in the event the
Secretary neglects or refuses to call such meeting, by any person designated by
the Board of Directors or by any person authorized to call the meeting, to each
shareholder entitled to vote at the meeting who is a shareholder as of the
record date as provided in Section 2.6 hereof, not less than ten (10) days prior
to the day named for a meeting called to consider a fundamental change under
Chapter 19 of the Business Corporation Law of 1988 or not less than five (5)
days prior to the day named for a meeting in any other case, either personally
or by sending a copy thereof by first class or express mail, postage prepaid, or
by telegram (with messenger service specified), telex or TWX (with answerback
received) or courier service, charges prepaid, or by telecopier to the address
(or to the telex, TWX, telecopier or telephone number) of the shareholder
appearing on the books of the Corporation, or supplied by the shareholder to the
Corporation for the purpose of notice. Such notice shall state the place, date
and hour of the meeting, and shall contain such other information as required by
statute. No notice shall be required to be given (i) 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 or (ii) when notice is otherwise not required by statute.
2.5 Time of Notice. Any notice to a shareholder required hereunder shall be
deemed to have been given to such shareholder entitled thereto (a) if sent by
mail, telegraph or courier service, when deposited in the United States mail or
with a telegraph office or courier service for delivery, (b) sent by telex, TWX
or telecopier, when dispatched, or (c) when delivered personally.
2.6 Waiver of Notice. Whenever notice is required to be given, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether signed before or after the time stated, shall be deemed equivalent to
the giving of such notice. Except for a special meeting for which a waiver shall
state the general nature of the business to be transacted, the waiver need not
set forth the business or purpose of the meeting. Attendance of a person at any
meeting, either in person or by proxy, shall constitute a waiver of notice of
such meeting, except where a person attends a meeting for the express and stated
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting was not lawfully called or convened.
2.7 Record Date. The Board of Directors may fix in advance a date as the
record date for the determination of shareholders entitled to notice of, or to
vote at, any meeting of shareholders, or shareholders entitled to receive
payment of any dividend or distribution, or in order to make a determination of
shareholders for any other proper purpose, such date in each such case (except
in the case of any adjourned meeting) to be not more than ninety (90) days prior
to the date for which such determination of shareholders is necessary or proper.
When a determination of shareholders of record has been made as provided herein
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, in
which case such record date shall not be more than ninety (90) days prior to the
date for such adjourned meeting. If no record date is fixed for the
determination of shareholders entitled to receive notice of, or to vote at, a
meeting of
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shareholders, the record date shall be the close of business on the 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 on which the meeting
is held. The record date for determining shareholders entitled to express
consent or dissent to corporate action in writing without a meeting, when prior
action by the Board of Directors is not necessary, shall be the close of
business on the day on which the first written consent or dissent is filed with
the secretary of the Corporation. The record date for determining shareholders
for any other purpose shall be the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. The Board of
Directors may, from time to time, adopt a procedure whereby a shareholder may
certify in writing to the Corporation that all or a portion of the shares
registered in the name of such shareholder are held for the account of a
specified person or persons.
2.8 Voting List. 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 the meeting, arranged in alphabetical order, with the
address 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.
2.9. Quorum. A meeting of the shareholders duly called shall not be
organized for the transaction of business unless a quorum is present. 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. The shareholders present at a duly organized meeting can
continue to do business until adjournment notwithstanding the withdrawal of
enough shareholders to leave less than a quorum. If a meeting cannot be
organized because a quorum is not present, those present may, except as
otherwise provided by law or these Bylaws, adjourn the meeting to such time and
place as they may determine.
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 herein required, shall nevertheless constitute a
quorum for the purpose of electing directors. 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 the absence of a
quorum, although less than a quorum as herein required, 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.
Shareholders shall be deemed present at a meeting of shareholders if by
means of conference telephone or similar communications equipment all persons
participating in the meeting can hear each other.
2.10 Acts of Shareholders. Unless a greater or different vote shall be
required as to a particular matter by the Articles of Incorporation or by these
ByLaws or by applicable statute, an action 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.
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2.11 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 to exceed fifteen (15)
days each, as directed by the shareholders present in person or by proxy until
the directors have been elected.
2.12 Proxies. Every shareholder entitled to vote on a particular matter at
a meeting of shareholders or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or persons to act for
him by proxy. For purposes of these Bylaws, the presence of, or vote or other
action at a meeting of shareholders, or the expression of consent or dissent to
corporate action by a proxy of a shareholder shall constitute the presence of,
or vote or action, or written consent or dissent of such shareholder. Every
proxy shall be executed in writing by the shareholder, or by his duly authorized
attorney in fact. Such proxies shall be filed with the Secretary of the
Corporation before or at the time of the meeting. 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 the proxy
shall not be effective until notice thereof has been given to the Secretary of
the Corporation. An unrevoked proxy shall not be valid after three (3) years
from the date of its execution unless a longer time is expressed therein.
2.13 Voting Rights. Unless otherwise provided in the Articles of
Incorporation, every shareholder of the Corporation shall be entitled to vote at
a meeting of the shareholders.
2.14 Nomination of Directors. Nominations for election as a Director at an
annual or special meeting of shareholders shall be made by the Board of
Directors, or by the Executive Committee, or by petition in writing delivered to
the Secretary of the Corporation on or before (i) the thirty-fifth (35th) day
prior to such shareholders' meeting or (ii) the tenth (10th) day after the
record date for such shareholders' meeting, whichever is later, signed by the
record holders of shares representing at least one percent (1%) of the votes
entitled to be cast in the election of Directors at such shareholders' meeting.
Unless nominations shall have been made as aforesaid, they shall not be
considered at such shareholders' meeting unless the number of persons nominated
as aforesaid shall be fewer than the number of persons to be elected to the
office of Director at such meeting, in which event nominations may be made at
the shareholders' meeting by any person entitled to vote in the election of
Directors.
2.15 Election by Ballot. The election of Directors need not be by ballot
except upon demand in writing before the voting begins by a shareholder entitled
to vote at such election.
2.16 Judges of Election. In advance of any meeting of shareholders, the
Board of Directors 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 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 office to be
filled at the meeting shall not act as a judge. 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, the authenticity,
validity and effect of proxies; receive votes
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or ballots; hear and determine all challenges and questions arising in
connection with the right to vote; count and tabulate all votes, and determine
the result; and do such other acts as may be proper to conduct the election or
vote with fairness to all shareholders. On request of the presiding officer of
the meeting, or of any shareholder or his proxy, the Judges shall make a report
in writing of any challenge of question or matter determined by them, and
execute a certificate of any fact found by them. If there be 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. Any report or
certificate made by the Judges of Election shall be prima facie evidence of the
facts stated therein.
2.17 Consent of All Shareholders in Lieu of Meeting. Any action required or
permitted to be taken at any 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 in writing, setting forth the action so taken,
shall be signed by all of the shareholders who would be entitled to vote at a
meeting for such purpose and shall be filed with the Secretary of the
Corporation.
2.18 Consent of Less than All Shareholders In Lieu of Meeting. Any action
required or permitted to be taken as 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. The action shall not
become effective until after at least 10 days' written notice of the action has
been given to each shareholder entitled to vote thereon who has not consented
thereto.
ARTICLE III. Board of Directors.
3.1 Powers and Authority. The business and affairs of the Corporation
shall be managed under the direction of its Board of Directors. The Board of
Directors shall exercise or authorize the exercise of all the powers of the
Corporation granted to the Corporation by statute, the Articles of Incorporation
and these Bylaws.
3.2 Number, Tenure and Qualifications. The Board of Directors shall
consist of one or more members as established from time to time by resolution of
the Board of Directors. The initial Board shall consist of one member. Directors
shall be natural persons of full age and need not be shareholders in the
Corporation or residents within the Commonwealth of Pennsylvania. Each director
elected in accordance with the terms hereof shall serve for a term of one year
and until his successor has been selected and qualified or until his 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.
3.3 Meetings. Meetings of the Board of Directors shall be held at such
times and places, either within or without the Commonwealth of Pennsylvania, as
may be fixed by the Board of Directors or as may be designated in the notice of
meeting.
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3.4 Notice. Notice of a meeting of Directors or of any Committee of the
Board of Directors shall be given at least one day prior to such meeting. Notice
to a director may be given orally or in writing. If in writing, notice to a
director may be given either personally or by sending a copy thereof by first
class or express mail, postage prepaid, or by telegram (with messenger service
specified), telex or TWX (with answerback received) or courier service, charges
prepaid, or by telecopier, to his address (or to his telex, TWX, telecopier or
telephone number) appearing on the books of the corporation or supplied by him
to the corporation for the purpose of notice. If notice to a Director is sent by
mail, telegraph or courier service, it shall be deemed to have been given to
such Director on the second day after the date when deposited in the United
States mail or with a telegraph office or courier service for delivery to such
Director or, in the case of telex, TWX or telecopier, when dispatched. Notice of
a meeting need only state the place, day and hour of the said meeting.
A Director may waive notice of any meeting in a writing signed either
before or after the time stated. The attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting, except where a Director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened.
The Board may adopt a schedule of meetings and thereafter no notice of
specific meetings in accordance with such schedule shall be required.
3.5 Quorum. A majority of the Directors then in office shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
but if less than such quorum is present at a meeting, a majority of the
Directors present may adjourn the meeting from time to time without further
notice.
Directors shall be deemed present at a meeting of the Board of Directors if
by means of conference telephone or similar communications equipment all persons
participating in the meeting can hear each other.
The act of the majority of the Directors present and voting at a meeting at
which a quorum is present shall be the act of the Board of Directors.
3.6 Unanimous Consent. Any action which may be taken at the meeting of the
Directors, or by action of the members of any Committee appointed by the Board,
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 Directors or the members of the Committee, as the case may be, and
filed with the Secretary of the Corporation.
3.7 Compensation. The Board of Directors of the Corporation shall have the
authority to fix the compensation of directors for their services as directors.
A director may be a salaried officer of the Corporation.
3.8 Committees of the Board. The Board of Directors of the Corporation 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
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resolutions of the Board of Directors, shall have and may exercise all powers
and authority of the Board of Directors except the committee shall not have any
power or authority as to any of the following:
a. the submission to shareholders of any action requiring approval of
shareholders under law;
b. the creation or filling of vacancies in the Board of Directors;
c. the adoption, amendment or repeal of these Bylaws
d. the amendment or repeal of any resolution of the Board which, by
its terms, is amendable or repealable only by the entire Board;
e. actions on matters committed by these Bylaws or resolutions of the
Board to another committee of the Board.
Each committee of the Board shall serve at the pleasure of the Board.
Except as specifically provided herein, any action to be taken by the Board
may be taken by an action by the committee of the Board to the extent authority
to take such action has been delegated to the committee pursuant to the
resolutions of the Board.
3.9 Removal of Directors. The entire Board of Directors may be removed from
office without assigning any cause by the vote of shareholders entitled to cast
at least a majority of the votes shareholders would be entitled to cast at any
annual election of Directors.
Any individual Director may be removed from office without assigning any
cause by the vote of shareholders entitled to cast at least a majority of the
votes which all shareholders would be entitled to cast at any annual election of
Directors, but, if shareholders are entitled to vote cumulatively for the
election of directors, such removal shall not occur if the votes of a sufficient
number of shares are cast against the resolution for his removal which, if
cumulatively voted at an annual meeting of shareholders, would be sufficient to
elect one or more Directors.
The Board of Directors may declare vacant the office of a Director if he
has been judicially declared of unsound mind or if he has been convicted of a
felony or other crime, or if, within sixty (60) days after notice of his
selection as a director, he does not accept the office of director either in
writing or by attending a meeting of the Board of Directors.
3.10 Vacancies. Vacancies in the Board of Directors, including vacancies
resulting from an increase in the number of Directors, shall be filled by a
majority vote of the remaining members of the Board though less than a quorum. A
Director elected to fill a vacancy shall be a Director for the balance of the
unexpired term or, if earlier, until a successor is elected by the shareholders,
who may make such election at the next annual meeting of the shareholders or any
special meeting duly called for that purpose and held prior thereto.
ARTICLE IV. Officers.
4.1 Executive Officers. The officers of the Corporation shall be elected by
a vote of the Board of Directors and shall consist of at least a President,
Secretary, and Treasurer. The
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Board of Directors may also elect one or more Vice Presidents and such other
officers and agents as it shall deem necessary, who shall hold their offices for
such terms and shall have such authority and shall perform such duties as from
time to time shall be prescribed by the Board.
4.2 Qualifications. Any number of offices may be held by the same person.
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. It shall
not be necessary for the officers to be Directors.
4.3 Salaries. The salaries of the officers of the Corporation shall either
be fixed by the Board of Directors or shall be fixed by such officer or officers
as the Board of Directors may determine.
4.4 Term of Office; Removal; Resignation. An officer of the Corporation
shall hold office for one year and until his successor is selected and qualified
or until his earlier death, resignation or removal. Notwithstanding the
foregoing, any officer or agent may be removed at any time by the Board of
Directors, without assigning any cause therefor.
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.
4.5 Duties of the President. The President shall be the Chief Executive
Officer of the Corporation; he shall preside at all meetings of the
shareholders; if there is no Chairman of the Board, or in his absence, the
President shall preside at all meetings of the Board of Directors; he shall have
responsibility for the general and active management of the business of the
Corporation, subject to the authority of, and direction from, the Board of
Directors, and shall see that all orders and resolutions of the Board are
carried into effect, subject, however, to the right of the Directors to delegate
any specific powers (except such powers, if any, which by statute are
exclusively conferred on the President), to any other officer or officers of the
Corporation. He shall execute bonds, mortgages and other contracts requiring a
seal, if any, under the seal of the Corporation. He shall be ex-officio a member
of all Committees, and shall have the general powers and duties of supervision
and management usually vested in the office of President of a corporation. He
shall have the power to appoint and discharge, subject to the approval of the
Directors, employees and agents of the Corporation and fix their compensation,
make and sign contracts and agreements in the name and behalf of the Corporation
and while the Board of Directors or any Executive Committee are not in session,
he shall have general management and control, of the business and affairs of the
Corporation. The President shall do and perform all acts incident to the office
of President of a corporation which are authorized or required by law.
4.6 Duties of Secretary. The Secretary shall attend all meetings of the
Board of Directors and shareholders and act as clerk thereof, and keep minutes
of all actions and votes taken at such meetings in a book to be kept for that
purpose; and shall perform like duties for all Committees of the Board of
Directors when required. He shall perform such other duties as may be prescribed
by these Bylaws or by the Board of Directors or President, under whose
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supervision he shall be. He shall keep in safe custody the corporate seal of the
Corporation, and when authorized by the Board or President affix the same to any
instrument requiring it.
4.7 Duties of the Treasurer. The Treasurer shall have direction over the
custody, receipt and disbursement of all funds, securities, evidences of
indebtedness and other valuable documents of the Corporation. He shall have
direction over the financial books and records of the Corporation and, whenever
required by the President or the Directors, he shall render or cause to be
rendered to the President and Board of Directors, at meetings of the Board, or
whenever they may require it, such financial statements as may be requested.
Furthermore, he shall perform all the other duties incident to the office of
Treasurer of a corporation. He shall give the Corporation a bond for the
faithful discharge of his duties in such amount and with such surety as the
Board shall prescribe.
4.8 Vacancies. If the office of any officer or agent, one or more, becomes
vacant for any reason, the Board of Directors may choose a successor or
successors.
ARTICLE V. Indemnifications of Directors and Officers
5.1 Directors, Officers and Agents -- Official Capacity. The Corporation
shall indemnify and hold harmless to the fullest extent permitted under the
Pennsylvania Business Corporation Law of 1988, the Directors' Liability Act (the
"DLA") and other applicable law, as such laws existed on the date this Article V
was adopted by the Shareholders or, except as provided in paragraph 5.6 hereof,
as such laws may thereafter be amended (collectively, the "Pennsylvania Law"),
any person who was or is a party or was or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including, without limitation, an
action by or in the right of the Corporation (collectively, for purposes of this
Article V, "Proceeding"), by reason of the fact that he is or was or has agreed
to become a director or officer of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as a director or officer of
another corporation, or if a director or officer of the Corporation, is or was
serving or has agreed to serve at the request of the Corporation as an employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been taken or omitted in
any such capacity, and may indemnify and hold harmless to the fullest extent
permitted under Pennsylvania Law any person who was or is a party or was or is
threatened to be made a party to such a Proceeding by reason of the fact that he
is or was or has agreed to become an employee or agent of the Corporation, or,
if an employee or agent of the Corporation, is or was serving or has agreed to
serve at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, liability and loss (including, without limitation, attorneys' fees and
disbursements, punitive and other damages, judgments, fines, penalties, excise
taxes assessed with respect to an employee benefit plan, amounts paid or to be
paid in settlement and costs and expenses of any nature) incurred by him in
connection with such Proceeding and any appeal therefrom; provided, that such
indemnification 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 in a
final, binding adjudication to have constituted willful misconduct or
recklessness.
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5.2 Directors, Officers and Agents -- Nonofficial Capacity. The Corporation
may indemnify and hold harmless to the fullest extent permitted under
Pennsylvania Law any person who was or is a party or was or is threatened to be
made a party to any Proceeding, by reason of any of his actions in a nonofficial
capacity while serving as a director, officer, employee or agent of the
Corporation, against expenses, liability and loss (including, without
limitation, attorneys' fees and disbursements, punitive and other damages,
judgments, fines, penalties, excise taxes assessed with respect to an employee
benefit plan, amounts paid or to be paid in settlement and costs and expenses of
any nature) incurred by him in connection with such Proceeding and any appeal
therefrom; provided, that such indemnification 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 in a final, binding adjudication to have constituted
willful misconduct or recklessness.
5.3 Termination of Proceeding. The termination of any Proceeding by
judgment, order, settlement, conviction, or upon a plea of guilty or nolo
contendere, or its equivalent, shall not, of itself, create a presumption that
the person's acts or failure to act constituted willful misconduct or
recklessness.
5.4 Expenses. Expenses incurred by a director or officer in defending a
Proceeding shall be paid by the Corporation in advance of the final disposition
of the Proceeding, provided that, if Pennsylvania Law requires, the payment of
such expenses shall be made only upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
mandated in this Article V or otherwise. Expenses incurred by other employees
and agents may be so paid to the extent provided by the Board of Directors, upon
receipt of the foregoing undertaking by or on behalf of the employee or agent.
5.5 Non-Exclusivity. The indemnification provided by this Article V shall
be in addition to and not exclusive of any other rights to which those seeking
indemnification may be entitled under Pennsylvania Law, or under any agreement
executed by the Corporation, insurance policy, fund of any nature established by
the Corporation, vote of shareholders or disinterested directors or otherwise.
5.6 Contract. The indemnification provisions of this Article V shall
constitute a contract between the Corporation and each of its directors,
officers, employees and agents who is or may be entitled to indemnification
hereunder and who serves in any such capacity at any time while such provisions
are in effect. Any repeal or modification of the indemnification provisions of
this Article V shall not limit any such person's rights to indemnification
(including the advancement of expenses) then existing or arising out of events,
acts or omissions occurring prior to such repeal or modification, including,
without limitation, the right to indemnification with respect to Proceedings
commenced after such repeal or modification based in whole or in part upon any
such event, act or omission.
5.7 Funding of Indemnification.
(a) The Corporation may create a fund of any nature, which may, but
need not be, under the control of a trustee, or may otherwise secure or insure
in any manner its indemnification obligations, whether arising under or pursuant
to this Article V or otherwise.
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(b) The Corporation may purchase and maintain insurance to insure its
indemnification obligations on behalf of any person who is or was or has agreed
to become 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 corporation, partnership, joint venture, trust or other
enterprise, against any expense, liability or loss asserted against him and
incurred by him or on his behalf in any such capacity, or arising out of his
status. as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article V or
under any provision of Pennsylvania Law.
5.8 Duration; Applicability to Successors of Corporation.
(a) The indemnification provided by this Article V shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
(b) The obligations of the Corporation set forth in this Article V
shall be binding upon all successors and assigns of the Corporation, to the
maximum extent permitted by Pennsylvania Law, including without limitation any
surviving or new corporation surviving or resulting from a consolidation, merger
or division involving the Corporation.
5.9 Conditions. The Corporation may impose reasonable restrictions upon any
persons seeking indemnification (including advanced expenses) under this Article
including, but not limited to, a condition to the effect that, except to the
extent differing interests compel another result, persons to be indemnified
under this paragraph may be required to share the same counsel and other
services.
5.10 Limitation on Director's Personal Liability.
(a) To the fullest extent permitted under the DLA, as it existed on
the date this Article V was adopted, or, except as provided in subparagraph (e),
as such law may thereafter be amended, a director of this Corporation shall not
be personally liable for monetary damages as a result of any action or failure
to act unless both: (1) the director has breached or failed to perform the
duties of his office under Section 8363 (relating to standard of care and
justifiable reliance) of the DLA; and (2) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.
(b) The provisions of this paragraph 5.10 shall not apply to: (1) the
responsibility or liability of a director pursuant to any criminal statute; or
(2) the liability of a director for the payment of taxes pursuant to local,
state or federal law.
(c) The termination of any Proceeding by judgment, order, settlement,
conviction, or upon a plea of guilty or nolo contendere, or its equivalent,
shall not, of itself, create a presumption that the director breached or failed
to perform the duties of his office under Section 8363 of the DLA or that any
breach or failure to perform such duties constituted self-dealing, willful
misconduct or recklessness.
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(d) Notwithstanding the date of adoption of this paragraph 5.10, the
provisions of the paragraph 5.10 shall apply to any actions filed or breaches of
performance of duty or any failure of performance of duty by any director on or
after the later of (i) January 27, 1987 and (ii) the date of the incorporation
of the Corporation.
(e) No amendment to or repeal of this Article V or the relevant
provisions of the DLA shall reduce the limitation on directors' personal
liability for or with respect to any events, acts or omissions of such director
occurring prior to such amendment or repeal, including, without limitation, the
limitation on personal liability with respect to any Proceedings commenced after
such repeal or modification based in whole or in part upon any such event, act
or omission.
5.11 Scope. If any provision of this Article V or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director or officer, and may
indemnify each employee or agent of the Corporation, as to expenses, liability
and loss (including, without limitation, attorneys' fees and disbursements,
punitive and other damages, judgments, fines, penalties, excise taxes assessed
with respect to an employee benefit plan, amounts paid or to be paid in
settlement and costs and expenses of any nature) incurred by him in connection
with any Proceeding, including an action by or in the right of the Corporation,
to the fullest extent permitted by any applicable portion of this Article V that
shall not have been invalidated and to the fullest extent permitted by
applicable law.
ARTICLE VI. Corporate Records and Statement.
6.1 Records. There shall be maintained by the Corporation an original or
duplicate record of the proceedings of the incorporators, shareholders and of
the Directors. An original or duplicate share register shall also be kept at the
principal office or at the office of its transfer agent or registrar, giving the
names of the shareholders, their respective addresses, and the number and
classes of shares held by each. The Corporation shall also keep appropriate,
complete and accurate books or records of account.
6.2 Annual Statement. Unless otherwise agreed 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 such 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 subsidiaries. Such financial statement 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 been previously mailed. Such statements shall
comply with all requirements of the Business Corporation Law of 1988.
ARTICLE VII. Share Certificates, Transfer of Stock, Etc.
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7.1 Issuance. The Board of Directors shall have the power, by Resolution
duly adopted, to issue from time to time, in whole or in part, the kinds or
classes of shares authorized in the Articles of Incorporation, as amended from
time to time. The shares of the Corporation shall be represented by certificates
or shall be uncertificated shares, as determined by the Board of Directors from
time to time.
For each class or series of shares which the Board of Directors has not
determined to be uncertificated shares, the share certificates shall state that
the Corporation is incorporated under the Commonwealth of Pennsylvania, set
forth the name of the person to whom issued and the number and class of shares
and designation of shares, if any, that the certificate represents. Every such
share certificate shall be executed, by facsimile or otherwise, by or on behalf
of the Corporation in such manner as the Board of Directors shall, from time to
time, determine.
7.2 Transfers of Shares. Transfers of shares shall be made on the books of
the Corporation upon surrender of the certificates therefor, endorsed by the
person named in the certificate or by attorney, lawfully constituted in writing.
No transfer need be made inconsistent with the provisions of the Uniform
Commercial Code or other applicable Federal, State or local law. In the case of
a transfer of uncertificated shares, the Corporation shall, within a reasonable
time after such transfer, send to the new registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to Section 7.1 hereof.
No transfer or assignment shall affect the right of the Corporation to pay
any dividend due upon the stock, or to treat the registered holder as the holder
in fact, until such transfer assignment is registered on the books of the
Corporation.
7.3 Lost, Destroyed or Mutilated Certificates. In the event that a share
certificate shall be lost, destroyed or mutilated, a new certificate may be
issued therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
ARTICLE VIII. Fiscal Year.
The fiscal year shall begin the first day of January of each year.
ARTICLE IX. Amendments.
These ByLaws may be altered, amended or repealed by a majority of the votes
cast at a duly organized meeting of shareholders, provided that written notice
of such amendment has been duly provided. Except as restricted by the Business
Corporation Law of 1988, these bylaws may also be altered, amended or repealed
by a majority vote of the members of the Board of Directors, subject always to
the power of the shareholders to change such action.
Manner in Which Date of
Section Amended Amendment Affected Amendment
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