EXHIBIT 3.2(bb)(i)
BYLAWS OF
QTV HOLDINGS, INC.
BYLAWS
TABLE OF CONTENTS
Page
----
ARTICLE I - OFFICES
Section 1-1. Registered Office..................... 1
ARTICLE II - MEETINGS OF SHAREHOLDERS - ANNUAL
FINANCIAL STATEMENTS...................... 1
Section 2-1. Place of Meetings of Shareholders..... 1
Section 2-2. Annual Meeting of Shareholders........ 1
(a) Time............................................ 1
(b) Election of Directors........................... 1
Section 2-3. Special Meetings of Shareholders...... 1
Section 2-4. Notices of Meetings of Shareholders... 2
Section 2-5. Quorum of and Action by Shareholders.. 2
(a) General Rule.................................... 2
(b) Action by Shareholders.......................... 2
(c) Withdrawal...................................... 3
(d) Election of Directors at Adjourned Meetings..... 3
(e) Conduct of Other Business at Adjourned Meetings. 3
Section 2-6. Adjournments.......................... 3
(a) General Rule.................................... 3
(b) Lack of Quorum.................................. 3
(c) Notice of an Adjourned Meeting.................. 3
Section 2-7. Voting List, Voting and Proxies....... 4
(a) Voting List..................................... 4
(b) Voting.......................................... 4
(c) Proxies......................................... 4
(d) Judges of Election.............................. 4
Section 2-8. Participation in Meetings by
Conference Telephone.................. 5
Section 2-9. Action by Unanimous Consent of
Shareholders.......................... 5
Page
----
Section 2-10. Action by Less than Unanimous
Consent of Shareholders............... 5
Section 2-11. Annual Financial Statements........... 6
ARTICLE III - BOARD OF DIRECTORS......................... 6
Section 3-1.
(a) General Powers.................................. 6
(b) Number.......................................... 6
(c) Vacancies....................................... 7
(d) Removal......................................... 7
(e) Qualification................................... 7
Section 3-2. Place of Meetings..................... 7
Section 3-3. Regular Meetings...................... 7
Section 3-4. Special Meetings...................... 8
Section 3-5. Participation in Meetings by
Conference Telephone.................. 8
Section 3-6. Notices of Meetings of Board of
Directors............................. 8
(a) Regular Meetings................................ 8
(b) Special Meetings................................ 8
Section 3-7. Quorum; Action by the Board of
Directors............................. 8
Section 3-8. Informal Action by the Board of
Directors............................. 8
Section 3-9. Committees............................ 9
(a) Establishment and Powers........................ 9
(b) Alternate Members............................... 9
(c) Term............................................ 9
(d) Status of Committee Action...................... 10
ARTICLE IV - OFFICERS.................................... 10
Section 4-1. Election and Office................... 10
Section 4-2. Term.................................. 10
Section 4-3. Powers and Duties of the President.... 10
Page
----
Section 4-4. Powers and Duties of the Secretary.... 11
Section 4-5. Powers and Duties of the Treasurer.... 11
Section 4-6. Powers and Duties of the Chairman of
the Board............................. 11
Section 4-7. Powers and Duties of Vice Chairmen of
the Board, Vice Presidents and
Assistant Officers.................... 12
Section 4-8. Delegation of Office.................. 12
Section 4-9. Vacancies............................. 12
ARTICLE V - CAPITAL STOCK................................ 12
Section 5-1. Share Certificates.................... 12
(a) Execution....................................... 12
(b) Designations, etc............................... 13
(c) Fractional Shares............................... 13
Section 5-2. Transfer of Shares.................... 13
Section 5-3. Determination of Shareholders of
Record................................ 13
(a) Fixing Record Date.............................. 13
(b) Determination when No Record Date Fixed......... 14
(c) Certification by Nominee........................ 14
Section 5-4. Lost Share Certificates............... 15
Section 5-5. Uncertificated Shares................. 15
ARTICLE VI - NOTICES - COMPUTING TIME PERIODS............ 15
Section 6-1. Contents of Notice.................... 15
Section 6-2. Method of Notice...................... 15
Section 6-3. Computing Time Periods................ 16
(a) Days to be Counted.............................. 16
(b) One Day Notice.................................. 16
Section 6-4. Waiver of Notice...................... 16
Page
----
ARTICLE VII - LIMITATION OF DIRECTORS' LIABILITY AND
INDEMNIFICATION OF DIRECTORS, OFFICERS
AND OTHER PERSONS.......................... 17
Section 7-1. Limitation of Directors' Liability.... 17
Section 7-2. Indemnification and Insurance......... 17
(a) Indemnification of Directors and Officers....... 17
(b) Indemnification of Employees and Other Persons.. 18
(c) Non-Exclusivity of Rights....................... 18
(d) Insurance....................................... 18
(e) Fund For Payment of Expenses.................... 18
Section 7-3. Amendment............................. 19
Section 7-4. Changes in Pennsylvania Law........... 19
ARTICLE VIII - FISCAL YEAR............................... 20
Section 8-1. Determination of Fiscal Year........... 20
ARTICLE IX - AMENDMENTS.................................. 20
Section 9-1.
(a) Shareholders.................................... 20
(b) Board of Directors.............................. 20
ARTICLE X - INTERPRETATION OF BYLAWS - SEPARABILITY...... 20
Section 10-1. Interpretation........................ 20
Section 10-2. Separability.......................... 20
ARTICLE XI - DETERMINATIONS BY THE BOARD................. 20
Section 11-1. Effect of Board Determinations........ 20
BYLAWS OF
QTV HOLDINGS, INC.
--------------------------------
ARTICLE I - OFFICES
-------------------
Section 1-1. Registered Office. The registered office of
----------- -----------------
the Corporation shall be located within the Commonwealth of
Pennsylvania at such place as the Board of Directors (hereinafter
referred to as the "Board of Directors" or the "Board") shall
determine from time to time.
ARTICLE II - MEETINGS OF SHAREHOLDERS - ANNUAL
FINANCIAL STATEMENTS
----------------------------------------------
Section 2-1. Place of Meetings of Shareholders. Meetings of
----------- ---------------------------------
shareholders shall be held at such places, within or without the
Commonwealth of Pennsylvania, as may be fixed from time to time by the
Board of Directors. If no such place is fixed by the Board of
Directors, meetings of the shareholders shall be held at the
registered office of the Corporation.
Section 2-2. Annual Meeting of Shareholders.
----------- ------------------------------
(a) Time. A meeting of the shareholders of the
----
Corporation shall be held in each calendar year, commencing with the
year 1993, at such time as the Board of Directors may determine, or if
the Board of Directors fails to set a time, on the 20th day of
February at 10:00 o'clock a.m., if not a legal holiday, and if such
day is a legal holiday, then such meeting shall be held on the next
business day. If the annual meeting is not called and held within six
months after the designated time, any shareholder may call the meeting
at any time thereafter.
(b) Election of Directors. At such annual meeting,
---------------------
there shall be held an election of Directors.
Section 2-3. Special Meetings of Shareholders. Except as
----------- --------------------------------
expressly required by law, special meetings of the shareholders may be
called at any time only by:
(a) the Chairman of the Board, if any, if such officer
is serving as the chief executive officer of the Corporation, and
otherwise the President of the Corporation;
(b) the Board of Directors; or
(c) shareholders entitled to cast at least 20% of the
votes that all shareholders are entitled to cast at the particular
special meeting.
Upon the written request of any person who has called a
special meeting, under these Bylaws or applicable law, which request
specifies the general nature of the business to be transacted at such
meeting, it shall be the duty of the Secretary to fix the time and
place of such meeting, which shall be held not less than five nor more
than 60 days after the receipt of such request, and to give due notice
thereof as required by Section 2-4 hereof. If the Secretary neglects
or refuses to fix the time and place of such meeting, the person or
persons calling the meeting may do so.
Section 2-4. Notices of Meetings of Shareholders. Written
----------- -----------------------------------
notice, complying with Article VI of these Bylaws, stating the place
and time and, in the case of special meetings, the general nature of
the business to be transacted at any meeting of the shareholders shall
be given to each shareholder of record entitled to vote at the
meeting, except as provided in Section 1707 of the Pennsylvania
Business Corporation Law of 1988, as amended (the "Pennsylvania BCL"),
at least five days prior to the day named for the meeting, provided
that notice shall be given at least ten days prior to the day named
for a meeting to consider a fundamental change under Chapter 19 of the
Pennsylvania BCL. Such notices may be given by, or at the direction
of, the Secretary or other authorized person. If the Secretary or
other authorized person neglects or refuses to give notice of a
meeting, the person or persons calling the meeting may do so.
Section 2-5. Quorum of and Action by Shareholders.
----------- ------------------------------------
(a) General Rule. Except as provided in subsections
------------
(c), (d) and (e) of this Section 2-5, the presence, in person or by
proxy, 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 purpose of consideration and action on the matter. Unless the
Pennsylvania BCL permits otherwise, this Section 2-5(a) may be
modified only by a Bylaw amendment adopted by the shareholders.
(b) Action by Shareholders. Whenever any corporate
----------------------
action is to be taken by vote of the shareholders of the Corporation
at a duly organized meeting of shareholders, it shall be authorized by
a majority of the votes cast at the
meeting by the holders of shares entitled to vote thereon. Unless the
Pennsylvania BCL permits otherwise, this Section 2-5(b) may be
modified only by a Bylaw amendment adopted by the shareholders.
(c) Withdrawal. 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.
(d) Election of Directors at Adjourned Meetings. In
-------------------------------------------
the case of any meeting called for the election of Directors, those
shareholders who attend a meeting called for the election of Directors
that has been previously adjourned for lack of a quorum, although less
than a quorum as fixed in subsection (a), shall nevertheless
constitute a quorum for the purpose of electing Directors.
(e) Conduct of Other Business at Adjourned Meetings.
-----------------------------------------------
Those shareholders entitled to vote who attend a meeting of
shareholders that has been previously adjourned for one or more
periods aggregating at least 15 days because of an absence of a
quorum, although less than a quorum as fixed in subsection (a), shall
nevertheless constitute a quorum for the purpose of acting upon any
matter set forth in the notice of meeting if the notice states that
those shareholders who attend the adjourned meeting shall nevertheless
constitute a quorum for the purpose of acting upon the matter.
Section 2-6. Adjournments.
----------- ------------
(a) General Rule. Adjournments of any regular or
------------
special meeting of shareholders 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 15 days each as the
shareholders present and entitled to vote shall direct, until the
directors have been elected.
(b) Lack of Quorum. If a meeting cannot be organized
--------------
because a quorum has not attended, those present may, except as
otherwise provided in this Section 2-6, adjourn the meeting to such
time and place as they may determine.
(c) Notice of an Adjourned Meeting. When a meeting of
------------------------------
shareholders is adjourned, it shall not be necessary to give any
notice of the adjourned meeting or of the business to be transacted at
an adjourned meeting, other than by announcement
at the meeting at which the adjournment is taken, unless the Board
fixes a new record date for the adjourned meeting.
Section 2-7. Voting List, Voting and Proxies.
----------- -------------------------------
(a) 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 any meeting of
shareholders, arranged in alphabetical order, with the address of and
the number of shares held by each. The list shall be produced and
kept open at the time and place of the meeting and shall be subject to
the inspection of any shareholder during the whole time of the meeting
for the purposes thereof except that, if the Corporation has 5,000 or
more shareholders, in lieu of the making of the list the Corporation
may make the information therein available at the meeting by any other
means.
(b) Voting. Except as otherwise specifically provided
------
by law, all matters coming before the meeting shall be determined by a
vote of shares. Such vote shall be taken by voice unless a
shareholder demands, before the vote begins, that it be taken by
ballot.
(c) Proxies. At all meetings of shareholders,
-------
shareholders entitled to vote may attend and vote either in person or
by proxy. Every proxy shall be executed in writing by the shareholder
or by such shareholder's duly authorized attorney-in-fact and filed
with the Secretary of the Corporation. A proxy, unless coupled with an
interest (as defined in Section 1759(c) of the Pennsylvania BCL),
shall be revocable at will, notwithstanding any other agreement or any
provision in the proxy to the contrary, but the revocation of a proxy
shall not be effective until written notice thereof has been given to
the Secretary of the Corporation. An unrevoked proxy shall not be
valid after three years from the date of its execution unless a longer
time is expressly provided therein. A proxy shall not be revoked by
the death or incapacity of the maker unless, before the vote is
counted or the authority is exercised, written notice of the death or
incapacity is given to the Secretary of the Corporation.
(d) Judges of Election. In advance of any meeting of
------------------
shareholders of the Corporation, the Board of Directors may appoint
one or three Judges of Election, who need not be shareholders and who
will have such duties as provided in Section 1765(a)(3) of the
Pennsylvania BCL, to act at the meeting or any adjournment thereof.
If one or three Judges of Election are not so appointed, the presiding
officer of the meeting may,
and on the request of any shareholder shall, appoint one or three
Judges of Election at the meeting. In case any person appointed as a
Judge of Election fails to appear or refuses to act, the vacancy may
be filled by appointment made by the Board of Directors in advance of
the convening of the meeting or at the meeting by the presiding
officer. A person who is a candidate for office to be filled at the
meeting shall not act as a Judge of Election. Unless the Pennsylvania
BCL permits otherwise, this Section 2-7(d) may be modified only by a
Bylaw amendment adopted by the shareholders.
Section 2-8. Participation in Meetings by Conference
----------- ---------------------------------------
Telephone. Unless determined to the contrary by the Board of
---------
Directors in advance of a particular meeting with respect to that
meeting, any person who is otherwise entitled to participate in any
meeting of the shareholders may attend, be counted for the purposes of
determining a quorum and exercise all rights and privileges to which
such person might be entitled were such person personally in
attendance, including the right to vote, by means of conference
telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, if such
communications equipment is present in the meeting room.
Section 2-9. Action by Unanimous Consent of Shareholders.
----------- -------------------------------------------
Any action required or permitted to be taken at a meeting of the
shareholders or a class of shareholders may be taken without a meeting
if, prior or subsequent to the action, a consent or consents thereto
in writing (executed personally or by proxy), 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.
In addition to other means of filing with the Secretary, insertion in
the minute book of the Corporation shall be deemed filing with the
Secretary regardless of whether the Secretary or some other authorized
person has actual possession of the minute book.
Section 2-10. Action by Less than Unanimous Consent of
------------ ----------------------------------------
Shareholders. 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. In
addition to other means of filing with the Secretary, insertion in the
minute book of the Corporation shall be deemed filing with the
Secretary regardless of whether the
Secretary or some other authorized person has actual possession of the
minute book. The action shall not become effective until after at
least ten days' written notice of such action shall have been given to
each shareholder entitled to vote thereon who has not consented
thereto.
Section 2-11. Annual Financial Statements. 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 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 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 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 (i) stating such person's 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 (ii) describing any material
respects in which the financial statements were not prepared on a
basis consistent with those prepared for the previous year.
ARTICLE III - BOARD OF DIRECTORS
--------------------------------
Section 3-1.
-----------
(a) General Powers. Except as otherwise provided by
--------------
law and these Bylaws, all powers of the Corporation shall be exercised
by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of the Board of
Directors. Unless the Pennsylvania BCL permits otherwise, this
Section 3-1(a) may be modified only by a Bylaw amendment adopted by
the shareholders.
(b) Number. The number of members of the Board of
------
Directors shall be the number of Directors serving at the time of
adoption of this Section 3-1, or such other number as may thereafter
from time to time (i) be determined by the Board of Directors, or (ii)
be set forth in a notice of a meeting of shareholders called for the
election of a full Board of Directors.
(c) Vacancies. Each Director shall hold office until
---------
the expiration of the term for which he was selected and until his
successor has been selected and qualified or until his earlier death,
resignation or removal. Any vacancies on the Board of Directors,
including vacancies resulting from an increase in the number of
Directors, may be filled by a majority vote of the remaining members
of the Board (though less than a quorum) or by a sole remaining
Director or by the shareholders and each person so selected shall be a
Director to serve for the balance of the unexpired term.
(d) Removal. The entire Board of Directors or any
-------
individual Director may be removed from office without assigning any
cause by vote of shareholders. Notwithstanding the foregoing, if the
Board is classified with respect to the power to select Directors or
with respect to staggered terms as provided in Section 1724(b) of the
Pennsylvania BCL, the right of the shareholders to remove Directors
shall be governed by the provisions of Section 1726 of the
Pennsylvania BCL. An individual Director shall not be removed (unless
the entire board or class of the Board is removed) from the Board if
shareholders are entitled to vote cumulatively for the Board or a
class of the Board and if votes are cast against the resolution for
his removal which, if cumulatively voted at an annual or other regular
election of Directors, would be sufficient to elect one or more
Directors to the Board (or to the class). Unless the Pennsylvania BCL
permits otherwise, this Section 3-1(d) may be modified only by a Bylaw
amendment adopted by the shareholders.
(e) Qualification. A Director must be a natural
-------------
person at least 18 years of age.
Section 3-2. Place of Meetings. Meetings of the Board of
----------- -----------------
Directors may be held at such place within or without the Commonwealth
of Pennsylvania as a majority of the Directors may appoint from time
to time or as may be designated in the notice of the meeting.
Section 3-3. Regular Meetings. A regular meeting of the
----------- ----------------
Board of Directors shall be held annually, immediately
following the annual meeting of the shareholders, at the place where
such meeting of the shareholders is held or at such other place and
time as a majority of the Directors in office after the annual meeting
of shareholders may designate. At such meeting, the Board of
Directors shall elect officers of the Corporation. In addition to such
regular meeting, the Board of Directors shall have the power to fix by
resolution the place and time of other regular meetings of the Board.
Section 3-4. Special Meetings. Special meetings of the
----------- ----------------
Board of Directors shall be held whenever ordered by the Chairman of
the Board, if any, by the President, by a majority of the executive
committee, if any, or by a majority of the Directors in office.
Section 3-5. Participation in Meetings by Conference
----------- ---------------------------------------
Telephone. Any Director may participate in any meeting of the Board
---------
of Directors or of any committee (provided such Director is otherwise
entitled to participate), be counted for the purpose of determining a
quorum thereof and exercise all rights and privileges to which such
Director might be entitled were he or she personally in attendance,
including the right to vote, or any other rights attendant to presence
in person at such meeting, by means of conference telephone or similar
communications equipment by means of which all persons participating
in the meeting can hear each other.
Section 3-6. Notices of Meetings of Board of Directors.
----------- -----------------------------------------
(a) Regular Meetings. No notice shall be required to
----------------
be given of any regular meeting, unless the same is held at other than
the place or time for holding such meeting as fixed in accordance with
Section 3-3 of these Bylaws, in which event five days' notice shall be
given of the place and time of such meeting complying with Article VI
of these Bylaws.
(b) Special Meetings. Written notice stating the
----------------
place and time of any special meeting of the Board of Directors shall
be sufficient if given at least one day, as provided in Article VI, in
advance of the time fixed for the meeting.
Section 3-7. Quorum; Action by the Board of Directors. A
----------- ----------------------------------------
majority of the Directors in office shall be necessary to constitute
a quorum for the transaction of business and the acts of a majority of
the Directors present and voting at a meeting at which a quorum is
present shall be the acts of the Board of Directors. If there is no
quorum present at a duly convened
meeting of the Board of Directors, the majority of those present may
adjourn the meeting from time to time and place to place.
Section 3-8. Informal Action by the Board of Directors.
----------- -----------------------------------------
Any action required or permitted to be taken at a meeting of the
Directors, or of the members of any committee of the Board of
Directors, may be taken without a meeting if, prior or subsequent to
the action, a written consent or consents thereto by all of the
Directors in office (or members of the committee with respect to
committee action) is filed with the Secretary of the Corporation. In
addition to other means of filing with the Secretary, insertion in the
minute book of the Corporation shall be deemed filing with the
Secretary regardless of whether the Secretary or some other authorized
person has actual possession of the minute book.
Section 3-9. Committees.
----------- ----------
(a) Establishment and Powers. 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 the resolution of the Board of Directors or in the
Bylaws, shall have and may exercise all of the powers and authority of
the Board of Directors, except that a committee shall not have any
power or authority as to the following:
(i) The submission to shareholders of any action
requiring approval of shareholders under Section 1731(a)(1) of the
Pennsylvania BCL.
(ii) The creation or filling of vacancies in the
Board of Directors.
(iii) The adoption, amendment or repeal of the
Bylaws.
(iv) The amendment or repeal of any resolution of
the Board of Directors that by its terms is amendable or repealable
only by the Board of Directors.
(v) Action on matters committed by the Bylaws or
resolution of the Board of Directors to another committee of the Board
of Directors.
(b) Alternate Members. The Board of Directors 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 purpose of any written action by
the committee. In the absence or disqualification of a member and
alternate member or members of a committee, the member or members
thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint
another Director to act at the meeting in the place of the absent or
disqualified member.
(c) Term. Each committee of the Board of Directors
----
shall serve at the pleasure of the Board of Directors.
(d) Status of Committee Action. The term "Board of
--------------------------
Directors" or "Board", when used in any provision of these Bylaws
relating to the organization or procedures of or the manner of taking
action by the Board of Directors, shall be construed to include and
refer to any executive or other committee of the Board of Directors.
Any provision of these Bylaws relating or referring to action to be
taken by the Board of Directors or the procedure required therefor
shall be satisfied by the taking of corresponding action by a
committee of the Board of Directors to the extent authority to take
the action has been delegated to the committee pursuant to this
Section.
ARTICLE IV - OFFICERS
---------------------
Section 4-1. Election and Office. The Corporation shall
----------- -------------------
have a President, a Secretary and a Treasurer who shall be elected by
the Board of Directors. The Board of Directors may elect as
additional officers a Chairman of the Board, one or more Vice Chairmen
of the Board, one or more Vice Presidents, and one or more other
officers or assistant officers. Any number of offices may be held by
the same person. The President and the Secretary shall be natural
persons of the age of 18 years or older. The Treasurer may be a
corporation, but if a natural person shall be of the age of 18 years
or older.
Section 4-2. Term. The officers and assistant officers
----------- ----
shall each serve at the pleasure of the Board of Directors until the
first meeting of the Board of Directors following the next annual
meeting of shareholders, unless removed from office by the Board of
Directors during their respective tenures. Officers may, but need
not, be Directors.
Section 4-3. Powers and Duties of the President. Unless
----------- ----------------------------------
otherwise determined by the Board of Directors, the President shall
have the usual duties of an executive officer with general supervision
over and direction of the affairs of the
Corporation. The President shall be the chief executive officer of
the Corporation unless the Chairman of the Board is serving as chief
executive officer, in which event the President shall be chief
operating officer of the Corporation. In the exercise of these duties
and subject to the actions of the Board of Directors, the President
may appoint, suspend, and discharge employees, agents and assistant
officers, fix the compensation of all officers and assistant officers,
shall preside at all meetings of the shareholders at which the
President shall be present and, unless there is a Chairman of the
Board, shall preside at all meetings of the Board of Directors. The
President shall also do and perform such other duties as from time to
time may be assigned to the President by the Board of Directors.
Unless otherwise determined by the Board of Directors, the
President shall have full power and authority on behalf of the
Corporation to attend and to act and to vote at any meeting of the
shareholders of any corporation in which this Corporation may hold
stock and, at any such meeting, shall possess and may exercise any and
all the rights and powers incident to the ownership of such stock and
which, as the owner thereof, the Corporation might have possessed and
exercised. The President shall also have the right to delegate such
power.
Section 4-4. Powers and Duties of the Secretary. Unless
----------- ----------------------------------
otherwise determined by the Board of Directors, the Secretary shall be
responsible for the keeping of the minutes of all meetings of the
Board of Directors and the shareholders, in books provided for that
purpose, and for the giving and serving of all notices for the
Corporation. The Secretary shall perform all other duties ordinarily
incident to the office of Secretary and shall have such other powers
and perform such other duties as may be assigned to the Secretary by
the Board of Directors. The minute books of the Corporation may be
held by a person other than the Secretary.
Section 4-5. Powers and Duties of the Treasurer. Unless
----------- ----------------------------------
otherwise determined by the Board of Directors, the Treasurer shall
have charge of all the funds and securities of the Corporation which
may come into such officer's hands. When necessary or proper, unless
otherwise determined by the Board of Directors, the Treasurer shall
endorse for collection on behalf of the Corporation checks, notes and
other obligations, and shall deposit the same to the credit of the
Corporation to such banks or depositories as the Board of Directors
may designate and may sign all receipts and vouchers for payments made
to the Corporation. The Treasurer shall sign all checks made by the
Corporation, except when the Board of Directors shall otherwise
direct. The Treasurer shall be responsible for the regular entry in
books of the Corporation to be kept for such purpose of a full and
accurate account of all funds and securities received and paid by the
Treasurer on account of the Corporation. Whenever required by the
Board of Directors, the Treasurer shall render a statement of the
financial condition of the Corporation. The Treasurer shall have such
other powers and shall perform the duties as may be assigned to such
officer from time to time by the Board of Directors. The Treasurer
shall give such bond, if any, for the faithful performance of the
duties of such office as shall be required by the Board of Directors.
Section 4-6. Powers and Duties of the Chairman of the
----------- ----------------------------------------
Board. Unless otherwise determined by the Board of Directors, the
-----
Chairman of the Board, if any, shall preside at all meetings of
Directors. The Chairman of the Board shall have such other powers and
perform such further duties as may be assigned to such officer by the
Board of Directors, including, without limitation, acting as chief
executive officer of the Corporation. To be eligible to serve, the
Chairman of the Board must be a Director of the Corporation.
Section 4-7. Powers and Duties of Vice Chairmen of the
----------- -----------------------------------------
Board, Vice Presidents and Assistant Officers. Unless otherwise
---------------------------------------------
determined by the Board of Directors, each Vice Chairman, Vice
President and each assistant officer shall have the powers and perform
the duties of his or her respective superior officer. Vice Presidents
and assistant officers shall have such rank as may be designated by
the Board of Directors. Vice Presidents may be designated as having
responsibility for a specific area of the Corporation's affairs, in
which event such Vice President shall be superior to the other Vice
Presidents in relation to matters within his or her area. The
President shall be the superior officer of the Vice Presidents. The
Chairman of the Board shall be the superior officer of the Vice
Chairmen. The Treasurer and Secretary shall be the superior officers
of the Assistant Treasurers and Assistant Secretaries, respectively.
Section 4-8. Delegation of Office. The Board of Directors
----------- --------------------
may delegate the powers or duties of any officer of the Corporation to
any other person from time to time.
Section 4-9. Vacancies. The Board of Directors shall have
----------- ---------
the power to fill any vacancies in any office occurring for any
reason.
ARTICLE V - CAPITAL STOCK
-------------------------
Section 5-1. Share Certificates.
----------- ------------------
(a) Execution. Except as otherwise provided in
---------
Section 5-5, the shares of the Corporation shall be represented by
certificates. Unless otherwise provided by the Board of Directors,
every share certificate shall be signed by two officers and sealed
with the corporate seal, which may be a facsimile, engraved or
printed, but where such certificate is signed by a transfer agent or a
registrar, the signature of any corporate officer upon such
certificate may be a facsimile, engraved or printed. 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 with the same effect as if the officer had
not ceased to be such at the date of its issue. The provisions of
this Section 5-1 shall be subject to any inconsistent or contrary
agreement at the time between the Corporation and any transfer agent
or registrar.
(b) Designations, etc. To the extent the Corporation
-----------------
is authorized to issue shares of more than one class or series, every
certificate shall set forth upon the face or back of the certificate
(or shall state on the face or back of the certificate that the
Corporation will furnish to any shareholder upon request and without
charge) a full or summary statement of the designations, voting
rights, preferences, limitations and special rights of the shares of
each class or series authorized to be issued so far as they have been
fixed and determined and the authority of the Board of Directors to
fix and determine the designations, voting rights, preferences,
limitations and special rights of the classes and series of shares of
the Corporation.
(c) Fractional Shares. Except as otherwise determined
-----------------
by the Board of Directors, shares or certificates therefor may be
issued as fractional shares for shares held by any dividend
reinvestment plan or employee benefit plan created or approved by the
Corporation's Board of Directors, but not by any other person.
Section 5-2. Transfer of Shares. Transfer of shares shall
----------- ------------------
be made on the books of the Corporation only upon surrender of the
share certificate, duly endorsed or with duly executed stock powers
attached and otherwise in proper form for transfer, which certificate
shall be cancelled at the time of the transfer.
Section 5-3. Determination of Shareholders of Record.
----------- ---------------------------------------
(a) Fixing Record Date. The Board of Directors of the
------------------
Corporation may fix a time prior to the date of any meeting of
shareholders as a record date for the determination of the
shareholders entitled to notice of, or to vote at, the meeting, which
time, except in the case of an adjourned meeting, shall be not more
than 90 days prior to the date of the meeting of shareholders. Only
shareholders of record on the date fixed shall be so entitled
notwithstanding any transfer of shares on the books of the Corporation
after any record date fixed as provided in this subsection. The Board
of Directors may similarly fix a record date for the determination of
shareholders of record for any other purpose. When a determination of
shareholders of record has been made as provided in this section for
purposes of a meeting, the determination shall apply to any
adjournment thereof unless the Board of Directors fixes a new record
date for the adjourned meeting.
(b) Determination when No Record Date Fixed. If a
---------------------------------------
record date is not fixed:
(i) The record date for determining shareholders
entitled to notice of or to vote at a meeting of shareholders shall be
at the close of business on the day next preceding the day on which
notice is given or, if notice is waived, at the close of business on
the day immediately preceding the day on which the meeting is held.
(ii) 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.
(iii) The record date for determining shareholders
for any other purpose shall be at the close of business on the day on
which the Board of Directors adopts the resolution relating thereto.
(c) Certification by Nominee. The Board of Directors
------------------------
may adopt a procedure whereby a shareholder of the Corporation may
certify in writing to the Corporation that all or a portion of the
shares registered in the name of the shareholder are held for the
account of a specified person or persons. The resolution of the Board
of Directors may set forth:
(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 information to
be contained therein;
(iv) if the certification is with respect to a
record date, the time after the record date within which the
certification must be received by the Corporation; and
(v) such other provisions with respect to the
procedure as are deemed necessary or desirable.
Upon receipt by the Corporation of a certification
complying with the procedure, the persons specified in the
certification shall be deemed, for the purposes set forth in the
certification, to be the holders of record of the number of shares
specified in place of the shareholder making the certification.
Section 5-4. Lost Share Certificates. Unless waived in
----------- -----------------------
whole or in part by the Board of Directors, any person requesting the
issuance of a new certificate in lieu of an alleged lost, destroyed,
mislaid or wrongfully taken certificate shall (a) give to the
Corporation his or her bond of indemnity with an acceptable surety,
and (b) satisfy such other requirements as may be imposed by the
Corporation. Thereupon, a new share certificate shall be issued to
the registered owner or his or her assigns in lieu of the alleged
lost, destroyed, mislaid or wrongfully taken certificate, provided
that the request therefor and issuance thereof have been made before
the Corporation has notice that such shares have been acquired by a
bona fide purchaser.
Section 5-5. Uncertificated Shares. Notwithstanding
----------- ---------------------
anything herein to the contrary, any or all classes and series of
shares, or any part thereof, may be represented by uncertificated
shares to the extent determined by the Board of Directors, except that
shares represented by a certificate that is issued and outstanding
shall continue to be represented thereby until the certificate is
surrendered to the Corporation. Within a reasonable time after the
issuance or transfer of uncertificated shares, the Corporation shall
send to the registered owner thereof, a written notice containing the
information required to be set forth or stated on certificates. The
rights and
obligations of the holders of shares represented by certificates and
the rights and obligations of the holders of uncertificated shares of
the same class and series shall be identical. Notwithstanding anything
herein to the contrary, the provisions of Section 5-2 shall be
inapplicable to uncertificated shares and in lieu thereof the Board of
Directors shall adopt alternative procedures for registration of
transfers.
ARTICLE VI - NOTICES - COMPUTING TIME PERIODS
---------------------------------------------
Section 6-1. Contents of Notice. Whenever any notice of a
----------- ------------------
meeting is required to be given pursuant to these Bylaws or the
Articles of Incorporation (the "Articles") or otherwise, the notice
shall specify the place and time of the meeting; in the case of a
special meeting of shareholders or where otherwise required by law or
the Bylaws, the general nature of the business to be transacted at
such meeting; and any other information required by law.
Section 6-2. Method of Notice. Whenever written notice is
----------- ----------------
required to be given to any person under the provisions of the
Articles or these Bylaws, it may be given to the person either
personally or by sending a copy thereof by first class or express
mail, postage prepaid, or by telegram (with messenger service
specified), telex or TWX (with answerback received) or courier
service, charges prepaid, or by telecopier, to such person's address
(or to such person's telex, TWX, telecopier or telephone number)
appearing on the books of the Corporation or, in the case of
Directors, supplied by such Director to the Corporation for the
purpose of notice. If the notice is sent by mail, telegraph or
courier service, it shall be deemed to have been given to the person
entitled thereto when deposited in the United States mail or with a
telegraph office or courier service for delivery to that person or, in
the case of telex or TWX, when dispatched. Except as otherwise
provided herein, or as otherwise directed by the Board of Directors,
notices of meetings may be given by, or at the direction of, the
Secretary.
Section 6-3. Computing Time Periods.
----------- ----------------------
(a) Days to be Counted. In computing the number of
------------------
days for purposes of these Bylaws, all days shall be counted,
including Saturdays, Sundays or a holiday on which national banks are
or may elect to be closed ("Holiday"); provided, however, that if the
final day of any time period falls on a Saturday, Sunday or Holiday,
then the final day shall be deemed to be the next day which is not a
Saturday, Sunday or Holiday. In computing the number of days for the
purpose of giving notice of
any meeting, the date upon which the notice is given shall be counted
but the day set for the meeting shall not be counted.
(b) One Day Notice. In any case where only one day's
--------------
notice is being given, notice must be given at least 24 hours in
advance by delivery in person, telephone, telex, TWX, telecopier or
similar means of communication.
Section 6-4. Waiver of Notice. Whenever any notice is
----------- ----------------
required to be given by law or the Articles or these Bylaws, a waiver
thereof in writing, signed by the person or persons entitled to the
notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of the notice. Except as otherwise
required by law or the next sentence, neither the business to be
transacted at, nor the purpose of, a meeting need be specified in the
waiver of notice of the meeting. In the case of a special meeting of
shareholders, the waiver of notice shall specify the general nature of
the business to be transacted. Attendance of a person at any meeting
shall constitute a waiver of notice of the meeting except where a
person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because
the meeting was not lawfully called or convened.
ARTICLE VII - LIMITATION OF DIRECTORS' LIABILITY AND
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
--------------------------------------------------------
Section 7-1. Limitation of Directors' Liability. No
----------- ----------------------------------
Director of the Corporation shall be personally liable for monetary
damages as such for any action taken or any failure to take any action
unless: (a) the Director has breached or failed to perform the duties
of his or her office under Subchapter B of Chapter 17 of the
Pennsylvania BCL, and (b) the breach or failure to perform constitutes
self-dealing, wilful misconduct or recklessness; provided, however,
that the provisions of this Section shall not apply to the
responsibility or liability of a Director pursuant to any criminal
statute, or to the liability of a Director for the payment of taxes
pursuant to local, Pennsylvania or federal law.
Section 7-2. Indemnification and Insurance.
----------- -----------------------------
(a) Indemnification of Directors and Officers.
-----------------------------------------
(i) Each Indemnitee (as defined below) shall be
indemnified and held harmless by the Corporation for all actions taken
by him or her and for all failures to take action (regardless of the
date of any such action or failure to take
action) to the fullest extent permitted by Pennsylvania law against
all expense, liability and loss (including without limitation
attorneys fees, judgments, fines, taxes, penalties, and amounts paid
or to be paid in settlement) reasonably incurred or suffered by the
Indemnitee in connection with any Proceeding (as defined below). No
indemnification pursuant to this Section shall be made, however, in
any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted wilful
misconduct or recklessness.
(ii) The right to indemnification provided in this
Section shall include the right to have the expenses incurred by the
Indemnitee in defending any Proceeding paid by the Corporation in
advance of the final disposition of the Proceeding to the fullest
extent permitted by Pennsylvania law; provided that, if Pennsylvania
law continues so to require, the payment of such expenses incurred by
the Indemnitee in advance of the final disposition of a Proceeding
shall be made only upon delivery to the Corporation of an undertaking,
by or on behalf of the Indemnitee, to repay all amounts so advanced
without interest if it shall ultimately be determined that the
Indemnitee is not entitled to be indemnified under this Section or
otherwise.
(iii) Indemnification pursuant to this Section
shall continue as to an Indemnitee who has ceased to be a Director or
officer and shall inure to the benefit of his or her heirs, executors
and administrators.
(iv) For purposes of this Article, (A)
"Indemnitee" shall mean each Director or officer of the Corporation
who was or is a party to, or is threatened to be made a party to, or
is otherwise involved in, any Proceeding, by reason of the fact that
he or she is or was a Director or officer of the Corporation or is or
was serving in any capacity at the request or for the benefit of the
Corporation as a Director, officer, employee, agent, partner, or
fiduciary of, or in any other capacity for, another corporation or any
partnership, joint venture, trust, employee benefit plan, or other
enterprise; and (B) "Proceeding" shall mean any threatened, pending or
completed action, suit or proceeding (including without limitation an
action, suit or proceeding by or in the right of the Corporation),
whether civil, criminal, administrative, investigative or through
arbitration.
(b) Indemnification of Employees and Other Persons.
----------------------------------------------
The Corporation may, by action of its Board of Directors and to the
extent provided in such action, indemnify employees and other persons
as though they were Indemnitees. To
the extent that an employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any Proceeding or
in defense of any claim, issue or matter therein, the Corporation
shall indemnify such person against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection
therewith.
(c) Non-Exclusivity of Rights. The rights to
-------------------------
indemnification and to the advancement of expenses provided in this
Article shall not be exclusive of any other rights that any person may
have or hereafter acquire under any statute, provision of the Articles
or Bylaws, agreement, vote of shareholders or Directors, or otherwise.
(d) Insurance. The Corporation may purchase and
---------
maintain insurance, at its expense, for the benefit of any person on
behalf of whom insurance is permitted to be purchased by Pennsylvania
law against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person under
Pennsylvania or other law. The Corporation may also purchase and
maintain insurance to insure its indemnification obligations whether
arising hereunder or otherwise.
(e) Fund For Payment of Expenses. The Corporation may
----------------------------
create a fund of any nature, which may, but need not be, under the
control of a trustee, or otherwise may secure in any manner its
indemnification obligations, whether arising hereunder, under the
Articles, by agreement, vote of shareholders or Directors, or
otherwise.
Section 7-3. Amendment. The provisions of this Article VII
----------- ---------
relating to the limitation of Directors' liability, to indemnification
and to the advancement of expenses shall constitute a contract between
the Corporation and each of its Directors and officers which may be
modified as to any Director or officer only with that person's consent
or as specifically provided in this Section. Notwithstanding any
other provision of these Bylaws relating to their amendment generally,
any repeal or amendment of this Article VII which is adverse to any
Director or officer shall apply to such Director or officer only on a
prospective basis, and shall not reduce any limitation on the personal
liability of a Director of the Corporation, or limit the rights of an
Indemnitee to indemnification or to the advancement of expenses with
respect to any action or failure to act occurring prior to the time of
such repeal or amendment. Notwithstanding any other provision of these
Bylaws, no repeal or amendment of these Bylaws shall affect any or all
of this Article so as either to reduce the limitation of Directors'
liability or
limit indemnification or the advancement of expenses in any manner
unless adopted by (a) the unanimous vote of the Directors of the
Corporation then serving, or (b) the affirmative vote of shareholders
entitled to cast not less than a majority of the votes that all
shareholders are entitled to cast in the election of Directors;
provided that no such amendment shall have retroactive effect
inconsistent with the preceding sentence.
Section 7-4. Changes in Pennsylvania Law. References in
----------- ---------------------------
this Article VII to Pennsylvania law or to any provision thereof shall
be to such law as it existed on the date this Article VII was adopted
or as such law thereafter may be changed; provided that (a) in the
case of any change which expands the liability of Directors or limits
the indemnification rights or the rights to advancement of expenses
which the Corporation may provide, the rights to limited liability, to
indemnification and to the advancement of expenses provided in this
Article shall continue as theretofore to the extent permitted by law;
and (b) if such change permits the Corporation without the requirement
of any further action by shareholders or Directors to limit further
the liability of Directors (or limit the liability of officers) or to
provide broader indemnification rights or rights to the advancement of
expenses than the Corporation was permitted to provide prior to such
change, then liability thereupon shall be so limited and the rights to
indemnification and the advancement of expenses shall be so broadened
to the extent permitted by law.
ARTICLE VIII - FISCAL YEAR
--------------------------
Section 8-1. Determination of Fiscal Year. The Board of
----------- ----------------------------
Directors shall have the power by resolution to fix the fiscal year of
the Corporation. If the Board of Directors shall fail to do so, the
President shall fix the fiscal year.
ARTICLE IX - AMENDMENTS
-----------------------
Section 9-1. Except as otherwise expressly provided in
-----------
Section 7-3:
(a) Shareholders. The shareholders entitled to vote
------------
thereon shall have the power to alter, amend, or repeal these Bylaws,
by the vote of shareholders entitled to cast at least a majority of
the votes which all shareholders are entitled to cast thereon, at any
regular or special meeting, duly convened after notice to the
shareholders of such purpose. In the case of a meeting of
shareholders to amend or repeal these Bylaws, written notice shall be
given to each shareholder that the
purpose, or one of the purposes, of the meeting is to consider the
adoption, amendment or repeal of the Bylaws.
(b) Board of Directors. The Board of Directors (but
------------------
not a committee thereof), by a vote of the majority of Directors then
in office, shall have the power to alter, amend, and repeal these
Bylaws, regardless of whether the shareholders have previously adopted
the Bylaw being amended or repealed, subject to the power of the
shareholders to change such action, provided that the Board of
Directors shall not have the power to amend these Bylaws on any
subject that is expressly committed to the shareholders by the express
terms hereof, by Section 1504 of the Pennsylvania BCL, or otherwise.
ARTICLE X - INTERPRETATION OF BYLAWS -- SEPARABILITY
----------------------------------------------------
Section 10-1. Interpretation. All words, terms and
------------ --------------
provisions of these Bylaws shall be interpreted and defined by and in
accordance with the Pennsylvania BCL.
Section 10-2. Separability. The provisions of these Bylaws
------------ ------------
are independent of and separable from each other, and no provision
shall be affected or rendered invalid or unenforceable by virtue of
the fact that for any reason any other or others of them may be
invalid or unenforceable in whole or in part.
ARTICLE XI - DETERMINATIONS BY THE BOARD
----------------------------------------
Section 11-1. Effect of Board Determinations. Any
------------ ------------------------------
determination involving interpretation or application of these Bylaws
made in good faith by the Board of Directors shall be final, binding
and conclusive on all parties in interest.