TICKET SERVICE, INC.
BYLAWS
ARTICLE I
OFFICES
Section 1. The registered office shall be located at 2825 Penn Avenue,
Pittsburgh, in the county of Allegheny, Commonwealth of Pennsylvania.
Section 2. The Corporation may also have offices at such other places
as the Board of Directors may from time to time determine or the business of the
Corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders shall be held at the office of
the Corporation at 2825 Penn Avenue, Pittsburgh, PA 15222 or at such other place
or places, either within or without the Commonwealth of Pennsylvania, as may
from time to time be fixed or determined by the Board of Directors.
Section 2. The annual meeting of the shareholders shall be held each
year on such date within three (3) months following the close of the fiscal year
as shall be determined from time to time by the Board of Directors and shall be
held at a time and place determined by a resolution of the Board of Directors.
At such annual meeting, the shareholders shall elect the Board of Directors,
review reports of the affairs of the Corporation and transact any other business
which is within the powers of the shareholders.
Section 3. Notice of the annual meeting specifying the place, date and
hour of the meeting shall be given at least ten (10) days prior to the meeting,
to each shareholder entitled to vote thereat, being on record on the date fixed
as a record date, or, if no record date be fixed, then of record thirty days
next preceding the date of the meeting.
Section 4. Special meetings of the shareholders, for any purpose or
purposes, other than those regulated by statute or by the Articles of
Incorporation, may be called at any time by the President or by a majority of
the Board of Directors or by the holders of not less than twenty (20%) percent
of all shares issued and outstanding and entitled to vote at the particular
meeting which are provided with such right under the Pennsylvania Business
Corporation Law, upon written request delivered to the Secretary of the
Corporation. Such request shall state the purpose or purposes of the proposed
meeting. Upon receipt of any such request it shall be the duty of the Secretary
to call a special meeting of the shareholders to be held at such time, not less
than ten nor more than sixty (60) days thereafter, as the Secretary may fix. If
the Secretary shall neglect to issue such a call, the person or persons making
the request may issue the call.
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Section 5. Notice of any special meeting of shareholders shall be given
by, or at the direction of, the Secretary or other authorized person, stating
the place, the date and hour and the general nature of the business to be
transacted thereat, shall be given to each shareholder entitled to vote thereat
at least ten (10) days prior to the date named for a meeting called to consider
a fundamental change or five (5) days prior to the day named for the meeting and
other case. 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.
In the case of a special meeting of shareholders, the notice shall specify the
general nature of the business to be transacted.
Section 6. Business transacted at all special meetings shall be
confined to the purposes stated in the call and matters germane thereto unless
all shareholders entitled to vote consent to the consideration of additional
business.
Section 7. The presence, in person or by proxy, of the holders of a
majority of the outstanding shares entitled to vote shall constitute a quorum
for the transaction of business at all meetings of the shareholders, except as
otherwise provided by law, by the Articles of Incorporation or by these Bylaws.
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 to conduct business which might have been transacted at
the meeting as originally notified provided notification of the meeting states
that those shareholders who attended the adjourned meeting shall constitute a
quorum for the purpose of acting upon the matter. If, however, any meeting of
the shareholders cannot be organized because a quorum has not attended, the
shareholders entitled to vote thereat, present in person or by proxy, shall have
power, except as otherwise provided by statute, to adjourn the meeting to such
time and place as they may determine, but in the case of any meeting called for
the election of Directors, such meeting may be adjourned only from day to day,
or for such longer periods not exceeding fifteen days each as the holders of a
majority of the shares present in person or by proxy shall direct, and those who
attend the second of such adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing Directors. At any
adjourned meeting 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 provided notification is given of such quorum.
Section 8. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the stock 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 the
statutes or of the Articles of Incorporation or by these Bylaws, a different
vote is required in which case such express provision shall govern and control
the decision of such question.
Section 9. At each shareholders' meeting, every shareholder entitled to
vote shall have the right of one vote for every share having voting power
standing in his or her name on the books of the Corporation. Unless a record
date shall have been fixed for the determination of the shareholders entitled to
vote at a shareholders' meeting, transferees of the shares which are next
preceding the date of such meeting shall not be entitled to vote at such
meeting. Unless demanded by a shareholder of the Corporation present in person
or by proxy at any meeting of the shareholders and entitled to vote thereat or
so directed by the Chairman of such meeting or required by law, the vote thereat
on any
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question need not be by written ballot. On a vote by written ballot, each ballot
shall be signed by the shareholder voting or in his or her name by his or her
proxy, if there be such a proxy, and shall state the number of shares voted by
him or her and the number of votes to which each share is entitled.
Section 10. Every shareholder entitled to vote may vote either in
person or by proxy. Every proxy shall be executed in writing by the shareholder
or by his or her duly authorized attorney in fact and filed with the Secretary
of the Corporation. A proxy, unless coupled with an interest, shall be revocable
at will, notwithstanding any other agreement or any provision in the proxy to
the contrary, but the revocation of a proxy shall not be effective until 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 for. A proxy shall not be revoked by the death
or incapacity of the maker unless, before the vote is counted or the authority
is exercised, written notice of such death or incapacity is given to the
Secretary of the Corporation.
Section 11. 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 number of shares held by each, which list 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 also 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.
Section 12. Except for the action required by state law to be taken at
a meeting of the shareholders held after proper notice, any action required to
be taken at a meeting of the shareholders or a class of 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 who would be entitled to vote
at a meeting for such purpose and shall be filed with the Secretary of the
Corporation.
Section 13. One or more persons may participate in a meeting of the
shareholders of a business corporation by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in a meeting pursuant to this
section shall constitute presence in person at the meeting.
Section 14. Shares of the Corporation standing in the name of a trustee
or other fiduciary and shares held by an assignee for the benefit of creditors
or by a receiver may be voted by the trustee, fiduciary, assignee or receiver. A
shareholder whose shares are pledged shall be entitled to vote the shares until
the shares have been transferred into the name of the pledgee, or a nominee of
the pledgee, but nothing herein shall affect the validity of a proxy given to a
pledgee or nominee.
Section 15. Where shares of the Corporation are held jointly or as
tenants in common by two or more persons, as fiduciaries or otherwise: (1) if
only one or more of such persons is present in person or by proxy, all of the
shares standing in the names of such persons shall be deemed to be represented
for the purpose of determining a quorum and the Corporation shall accept as the
vote of all the shares the vote cast by him or her or a majority of them; and
(2) if the persons are equally divided upon whether the shares held by them
shall be voted or upon the manner of voting the shares, the voting of the shares
shall be divided equally among the persons without prejudice to the
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rights of the joint owners or the beneficial owners thereof among themselves. If
there has been filed with the Secretary of the Corporation a copy, certified by
an attorney at law to be correct, of the relevant portions of the agreement
under which the shares are held or the instrument by which the trust or estate
was created or the order of court appointing them or of an order of court
directing the voting of the shares, the person specified as having such voting
power in the latest document so filed, and only those persons, shall be entitled
to vote the shares but only in accordance therewith.
Section 16. At every meeting of the shareholders, the president, or, in
the president's absence, the officer designated by a majority in interest of the
shareholders of the Corporation present in person or by proxy and entitled to
vote, shall act as chairman. The secretary of the Corporation shall act as
secretary of all meetings of the shareholders and in the absence of the
secretary, the chairman of the meeting may appoint another person to so act as
secretary of the meeting.
ARTICLE III
DIRECTORS
Section 1. The number of Directors shall consist of one or more members
as shall be determined from time to time by the Board of Directors. Directors
shall be a natural person of full age who, need not be a resident of this
Commonwealth or a shareholder of the Corporation. Except as hereinafter provided
in the case of vacancies, Directors, other than those constituting the first
Board of Directors, shall be elected by the shareholders, and each Director
shall be elected to serve for the term of one year and until his or her
successor shall be elected and qualified or until his or her earlier death,
resignation or removal. Any Director may resign at anytime upon written notice
to the Corporation. The resignation shall be effective upon receipt thereof by
the Corporation or at such subsequent time as shall be specified in the notice
of resignation. A decrease in the number of Directors shall not have the effect
of shortening the term of any incumbent Director.
Section 2. Vacancies in the Board of Directors, including vacancies
resulting from an increase in the number of Directors, may be filled by a
majority vote of the remaining members of the Board though less than a quorum,
or by the sole remaining Director, and each person so elected shall be a
Director until his or her successor is elected by the shareholders at an
election at the next annual meeting of the shareholders or any special meeting
duly called for that purpose and held prior thereto.
When one or more Directors resign from the Board effective at a future
date, the Directors then in office, including those who have so resigned, shall
have power by the applicable vote to fill the vacancies, the vote thereon to
take effect when the resignations become effective.
Section 3. The business and affairs of the Corporation shall be managed
by its Board of Directors which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the Articles
of Incorporation or by these Bylaws directed or required to be exercised and
done by the shareholders.
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Section 4. The meetings of the Board of Directors may be held at such
place within or without this Commonwealth as the Board of Directors may from
time to time appoint or as may be designated in the notice of the meeting.
Written notice of every meeting of the Board of Directors shall be given to each
Director at least five days before the day named for the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board need be specified in the notice of the meeting.
Section 5. The first meeting of each newly elected Board may be held at
such time and place as shall be fixed by the shareholders at the meeting at
which such Directors were elected and no notice shall be necessary to the newly
elected Directors in order legally to constitute the meeting, provided a
majority of the whole Board shall be present; or it may convene at such time and
place as may be fixed by the consent in writing of all the Directors.
Section 6. Regular meetings of the Board may be held at such time and
place as shall be determined from time to time, by Resolution of at least a
majority of the Board at a duly convened meeting, or by unanimous written
consent. Notice of regular meetings of the Board shall be given to each Director
at least five days before each meeting.
Section 7. Special meetings of the Board may be called by the President
on one day's notice to each Director. Special meetings may be called on the
written request of two Directors.
Section 8. At all meetings of the Board, the presence of 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, except as may be otherwise specifically provided by statute or by
the Articles of Incorporation or by these Bylaws. If a quorum shall not be
present at any meeting of the 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.
Section 9. Any action required or permitted to be taken at a meeting of
the Directors may be taken without a meeting if, prior or subsequent to the
action, a consent or consents thereto by all of the Directors in office is filed
with the Secretary of the Corporation.
Section 10. One or more Directors may participate in a meeting of the
Board of Directors of the Corporation by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in a meeting pursuant to this
Section shall constitute presence in person at the meeting.
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 11. The Board of Directors may, by resolution adopted by a
majority of the Directors in office, establish an Executive Committee to consist
of one or more Directors of the Corporation. The Executive Committee, to the
extent provided in the resolution of the Board of Directors, shall have and may
exercise all of the powers and authority of the Board of Directors except that
the Executive Committee shall not have the power or authority as to the
following:
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(1) The submission to shareholders of any action requiring approval of
shareholders under this subpart.
(2) The creation or filling of vacancies in the Board of Directors.
(3) The adoption, amendment or repeal of the Bylaws.
(4) The amendment or repeal of any resolution of the Board that by its
terms is amendable or repealable only by the Board.
(5) Action on matters committed by the Bylaws or resolution of the
Board of Directors to another committee of the Board.
The Board may designate one or more Directors as alternate members of
the Executive Committee who may replace any absent or disqualified member at any
meeting of the Executive Committee or for the purposes of written action by the
Executive Committee. In the absence or disqualification of a member, an
alternate member or members of the Executive Committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or she or they constitute a quorum, may unanimously appoint another Director
to act at the meeting in the place of the absent or disqualified member. The
Executive Committee of the Board shall serve for a term at the pleasure of the
Board.
The Board of Directors may, by resolution adopted by a majority of the
Directors in office, establish such other committees as the Board of Directors
may deem fit; provided, however, that no such committee shall have any power or
authority as to the matters set forth in subparagraphs 1 through and including 5
above.
COMPENSATION OF DIRECTORS
Section 12. Directors may be compensated for their services by
Resolution of the Board and a fixed sum, and expenses of attendance if any, may
be allowed for attendance at each regular or special meeting of the Board or at
meetings of the committees, provided, that nothing herein contained shall be
construed to preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.
LIABILITY AND INDEMNIFICATION
Section 13. Except for responsibility or liability of a Director
pursuant to any criminal statute or for payment of taxes pursuant to local,
state or Federal law, a Director of the Corporation shall not be personally
liable for monetary damages for any action taken or any failure to take any
action unless (a) such director has breached or failed to perform his or her
fiduciary duties as provided herein and (b) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.
Section 14. (A) A Director of the Corporation shall stand in a
fiduciary relation to the Corporation and shall perform his or her duties as a
Director, including his or her duties as a member
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of any committee of the Board upon which he or she may serve, in good faith, in
a manner he or she reasonably believes to be in the best interests of the
Corporation and with such care, including reasonable inquiry, skill and
diligence, as a person of ordinary prudence would use under similar
circumstances. In performing his or her duties, a Director shall be entitled to
rely in good faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by any of the following:
(1) one or more officers or employees of the Corporation whom the
Director reasonably believes to be reliable and competent in the
matters presented;
(2) Counsel, public accountants or other persons as to matters which
the Director reasonably believed to be within the professional or
expert competence of such person.
(3) A committee of the Board upon which he or she does not serve, duly
designated in accordance with law, as to matter within its
designated authority, which committee the Director reasonably
believes to merit confidence.
A Director shall not be considered to be acting in good faith if he or
she has knowledge concerning the matter in question that would cause his or her
reliance to be unwarranted.
(B) In discharging the duties of their respective positions, the Board
of Directors, committees of the Board and individual Directors may, in
considering the best interest of the Corporation, consider the effects of any
action upon employees, upon suppliers and customers of the Corporation and upon
communities in which offices or other establishments of the Corporation are
located, and all other pertinent factors. The consideration of those factors
shall not constitute a violation of Subsection A.
(C) Absent breach of fiduciary duty, lack of good faith or
self-dealing, actions taken as a Director or any failure to take any action
shall be presumed to be in the best interest of the corporation.
The standard of care recited herein shall comply with the requirements
of the Directors, Liability Act, 42 Pa. C.S.A. 8361, et seq., and the
Associations Code, 15 Pa.C.S.A. 1721, as the same may be amended from time to
time.
Section 15. The Corporation shall indemnify each person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he or she is or was a representative of the Corporation,
or is or was serving at the request of the Corporation as a representative of
another domestic or foreign corporation for-profit, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with the action or proceeding if
he or she acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interest of the Corporation and, with respect
to any criminal proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action or proceeding by judgment,
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order, settlement or conviction, or upon the plea of nolo contendere or its
equivalent shall not of itself create a presumption that the person did not act
in good faith and in a manner that he or she reasonably believed to be in, or
not opposed to, the best interest of the Corporation and, with respect to any
criminal proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
Section 16. The Corporation shall indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he or she is or was a representative of the
Corporation is or was serving at the request of the Corporation as a
representative of another domestic or foreign Corporation for profit or
not-for-profit, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of the action if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
Corporation. Indemnification shall not be made under this section in respect of
any claim, issue or matter as to which the person has been adjudged to be liable
to the Corporation unless and only to the extent that the court of common pleas
of the judicial district embracing the county in which the registered office of
the Corporation is located or the court in which the action was brought
determines upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for the expenses that the court of common pleas or other
court deems proper.
Section 17. To the extent that a Director, Officer, employee or agent
of the Corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Sections 15 and 16 above, or in
defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
or imposed upon him or her in connection therewith.
Section 18. Unless ordered by a Court, any indemnification under
Sections 15 or 16 above shall be made by the Corporation only as authorized in
the specific case upon a determination that the indemnification of the Director,
officer, employee or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in those sections. Such
determination shall be made:
(1) By the Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties to the action or
proceeding;
(2) If such quorum is not obtainable, or if obtainable and a majority
vote of a quorum of disinterested directors so directs, by
independent legal counsel in written opinion; or
(3) By the shareholders.
Section 19. Expenses (including attorneys' fees) incurred by a
Director, officer, employee or agent in defending any action or proceeding
referred to in Sections 15 or 16 above may be paid by the Corporation in advance
of the final disposition of the action or proceeding upon receipt of an
undertaking by or on behalf of the Director, officer, employee or agent to repay
the amount if it is
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ultimately determined that he or she is not entitled to be indemnified by the
Corporation as authorized in this Article.
Section 20. The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article, shall not be deemed exclusive of any
other rights to which a person seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding that office.
Indemnification pursuant to this paragraph shall not be made in any case where
the act or failure to act giving rise to the claim from indemnification is
determined by a Court to have constituted willful misconduct or recklessness.
Section 21. No amendment or repeal of this Article shall adversely
affect any right or protection extended to a Director, Officer, employee or
agent hereunder for an act or failure to act occurring prior to the time of such
amendment or repeal. Each Director, officer, employee and agent shall be deemed
to act in such capacity in reliance upon the rights of indemnification and
advancement of expenses hereunder 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 person.
Section 22. The Corporation may create a fund of any nature, which may,
but need not be, under the control of a trustee, or otherwise secure or insure
in any manner its indemnification obligations, whether arising under or pursuant
to this section or otherwise. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a Director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of this article or otherwise.
Section 23. No contract or transaction between the Corporation and one
or more of its Directors or officers or between the Corporation and any other
corporation, partnership, association or other organization in which one or more
of its Directors or Officers are Directors or officers or have a financial
interest, shall be void or voidable solely for such reason, or solely because
the Director or Officer is present at or participates in the meeting of the
Board of Directors which authorizes the contract or transaction, or solely
because his, her or their votes are counted for such purpose, if: (a) the
material facts as to the relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors and the Board
in good faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested Directors even though the disinterested
Directors are less than a quorum; (b) the material facts as to his or her
relationship or interest and as to the contract or transaction are disclosed or
are known to the Stockholders entitled to vote thereon, if any, and the contract
or transaction is specifically approved in good faith by vote of such
stockholders; or (c) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board of Directors
or the
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Stockholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board which authorizes a contract or
transaction specified above.
Section 24. Any payments made to an officer or employee of the
Corporation, such as salary, commission, bonus, interest or rent or
entertainment or travel expense, which shall be disallowed to the Corporation in
whole or in part as a deductible expense by the Internal Revenue Service shall
be reimbursed by such officer or employee to the Corporation to the full extent
of such disallowance. It shall be the duty of the Board of Directors, as a
Board, to enforce payment of each such amount disallowed.
Section 25. Anything set forth in these Bylaws to the contrary
notwithstanding, it is the intent that the indemnification provisions hereof
shall be to the full extent permitted by the Associations Code (effective
generally October 1, 1989), 15 Pa.C.S. 51741, et seq. To the extent that the
indemnification provisions set forth in these Bylaws does not go to the length
permitted by said Associations Code, said indemnification provisions are hereby
deemed to be incorporated by reference.
ARTICLE IV
OFFICERS
Section 1. The Officers of the Corporation shall be chosen by the Board
of Directors and shall be a President, Secretary and Treasurer. The Board of
Directors may also choose a Chairman or one or more Vice Presidents. The
Officers of the Corporation need not be Directors.
Section 2. 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. Any number of offices may be held by the same person.
Section 3. The Board of Directors may also choose such other officers
and Assistant Officers and agents as the needs of the Corporation may require,
who shall hold their officers for such terms and shall have such authority and
shall perform such duties as from time to time shall be determined by Resolution
of the Board.
Section 4. The salaries of all Officers and agents of the Corporation
shall be fixed by the Board of Directors.
Section 5. The Officers of the Corporation shall hold office until
their successors are chosen and have qualified. Any Officer or agent of the
Corporation may be removed by the Board of Directors with or without cause. The
removal shall be without prejudice to the contract rights, if any, of any person
so removed. Election or appointment of an officer or agent shall not of itself
create contract rights.
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THE PRESIDENT
Section 6. The President shall be the chief executive officer of the
Corporation. He or she shall preside at all meetings of the shareholders and
Directors, shall be ex officio a member of the Executive Committee, if any. He
or she shall also have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the Board are
carried into effect.
Section 7. The President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, if any, except
where required or permitted by law to be otherwise signed and executed, and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other Officer or agent of the Corporation.
THE VICE-PRESIDENT
Section 8. The Vice-President shall, in the absence or disability of
the President, perform the duties and exercise the powers of the President, and
shall perform such other duties as shall from time to time be imposed by the
Board of Directors.
THE SECRETARY
Section 9. The Secretary shall attend all sessions of the Board and all
meetings of the shareholders and record all the votes of the Corporation and the
minutes of all its transactions in a book to be kept for that purpose; and shall
perform like duties for the Executive Committee of the Board of Directors when
required. The Secretary, if any, shall give, or cause to be given, notice of all
meetings of the shareholders and of special meetings of the Board of Directors,
and shall perform such other duties as may be prescribed by the Board of
Directors or President, under whose supervision he or she shall be. The
Secretary shall keep in safe custody the corporate seal of the Corporation, and
when authorized by the Board, shall affix the same to any instrument requiring
it, and, when so affixed, it shall be attested by his or her signature or by the
signature of the Treasurer or an Assistant Secretary.
THE TREASURER
Section 10. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation in such depositories as
shall be designated by the Board of Directors.
Section 11. The Treasurer shall disburse the funds of the Corporation
as may be ordered by the Board, taking proper vouchers for such disbursements,
and shall render to the President and Directors, at the regular meetings of the
Board, or whenever they require it, an account of all his or her transactions as
Treasurer and of the financial condition of the Corporation.
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Section 12. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond in such sum, and with such surety or sureties as may
be satisfactory to the Board of Directors for the faithful discharge of the
duties of his or her office, and for the restoration of the Corporation, in case
of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his
possession or under his or her control belonging to the Corporation.
STANDARD OF CARE
Section 13. An officer shall perform his or her duties as an officer in
good faith, in a manner he or she reasonably believes to be in the best interest
of the Corporation and with such care, including reasonable inquiry, skill and
diligence, as a person of ordinary prudence would use under similar
circumstances. A person who so performs his or her duties shall not be liable by
reason of having been an officer of the Corporation.
ARTICLE V
CERTIFICATES OF SHARES
Section 1. The certificate of shares of the Corporation shall be
numbered and registered in a share register of the Corporation as they are
issued. They shall exhibit the name of the registered holder and the number and
class of shares and the series, if any, represented thereby and the par value of
each share or a statement that such shares are without par value, as the case
may be.
Section 2. Every share certificate shall be signed by the President or
Vice-President and the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer, but where such certificate is signed by a transfer agent
or by a transfer clerk of the Corporation and 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 such certificate is issued, it may be
issued by the Corporation with the same effect as if the Officer had not ceased
to be such at the date of its issue.
Section 3. Neither shares nor certificates representing such shares may
be issued by the Corporation until the full amount of the consideration has been
paid. The consideration for the issuance of the shares may be paid, in whole or
in part, in money, obligations (including an obligation of a shareholder,
services performed whether or not contracted for, contracts for services to be
performed or other tangible or intangible property). Neither promissory notes
nor future services shall constitute payment, or part payment, for the shares of
the Corporation.
Section 4. The Corporation may issue one (1) or more classes or series
of shares, or both, any of which classes or series may be with par value or
without par value, and with such other designations, preferences,
qualifications, privileges, limitations, options, conversion rights and such
other special or relative rights as are stated in the Articles of Incorporation
or resolution of the Board
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of Directors. All shares of any one class shall have the same conversion,
redemption and other rights, preferences, qualifications, limitations and
restrictions. If the Corporation is authorized to issue shares of more than one
class, the certificate shall set forth a full summary or statement or
designations, preferences, limitations and relative rights of the shares of each
class authorized to be issued.
TRANSFER OF SHARES
Section 5. Upon surrender to the Corporation or its transfer agent of a
share certificate duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, a new certificate shall be issued to the
person entitled thereto and the old certificate cancelled and the transaction
recorded upon the books of the Corporation.
FIXING RECORD DATE
Section 6. The Board of Directors may fix a time, not more than one
hundred twenty (120) days, prior to the date of any meeting of shareholders or
the date fixed for payment of any dividend or distribution or the date for the
allotment of rights or the date when any change or conversion or exchange of
shares will be made or go into effect, as a record date for the determination of
the shareholders entitled to notice of and to vote at any such meeting or
entitled to receive payment of any such dividend or distribution or to receive
any such allotment of rights or to exercise the rights in respect to any such
change, conversion or exchange of shares. In such case, only such shareholders
as shall be shareholders of record on the date so fixed shall be entitled to
notice of and to vote at such meeting or to receive payment of such dividend or
to receive such allotment or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
any record date so fixed. The Board of Directors may close the books of the
Corporation against transfer of shares during the whole or any part of such
period and in such case, written or printed notice shall be mailed at least ten
days before the closing thereof to each shareholder of record at the address
appearing on the records of the Corporation or supplied by him or her to the
Corporation for the purpose of this notice.
REGISTERED SHAREHOLDERS
Section 7. The Corporation shall be entitled to treat the holder of
record of any share or shares as the holders in fact thereof, and accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person, and shall not be liable for any
registration or transfer of shares which are registered or to be registered in
the name of the fiduciary or the nominee of a fiduciary unless made with actual
knowledge that a fiduciary or nominee of a fiduciary is committing a breach of
trust in requesting such registration or transfer, or with knowledge of such
facts that its participation therein amounts to bad faith.
LOST CERTIFICATE
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Section 8. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
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 share
certificate to be lost or destroyed. When authorizing such issuance of a new
certificate or certificates, the Board of Directors may in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his or her legal representative, to
advertise the same in such manner as it shall require and/or give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate or
certificates alleged to have been lost or destroyed.
ARTICLE VI
GENERAL PROVISIONS
CHECKS AND NOTES
Section 1. All checks and demands for money and notes of the
Corporation shall be signed by such Officer or Officers as the Board of
Directors may from time to time designate.
FISCAL YEAR
Section 2. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
SEAL
Section 3. The corporate seal, if any, shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Pennsylvania". Said seal may be used by causing it or a facsimile thereof
to be impressed or fixed or in any manner reproduced. The affixation of the
corporate seal shall not be necessary to the valid execution, assignment or
endorsement by the Corporation of any instrument or other document.
NOTICES
Section 4. Whenever written notice is required to be given to any
person under the provisions of 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 answer back received) or courier service, charges prepaid, or by
telecopier to his or her address (or to his or her telex), TWX, telecopier or
telephone number, appearing on the books of the Corporation or in the case of
Directors, supplied by him or her 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
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mail or with a telegraph office or courier service for delivery to that person
or, in the case of telex or TWX, when dispatched.
Section 5. Any notice required to be given to any person may be waived
in writing signed by the person entitled to such notice whether before or after
the time stated therein. Attendance of any person entitled to notice, either in
person or by proxy, at any meeting shall constitute a waiver of notice of such
meeting, except where any person attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting was not
lawfully called or convened.
CORPORATE RECORDS
Section 6. The Corporation shall keep complete and accurate books and
records of account, minutes of the proceedings of the incorporators,
shareholders and directors and a share register giving the names and addresses
of all shareholders and the number and class of shares held by each. The share
register shall be kept at either the registered office of the Corporation in
this Commonwealth or at its principal place of business wherever situated or at
the office of its registrar or transfer agent. Any books, minutes or other
records may be in written form or any other form capable of being converted into
written form within a reasonable time.
RIGHT OF INSPECTION
Section 7. Every shareholder shall, upon written verified demand
stating the purpose thereof, have a right to examine, in person or by agent or
attorney, during the usual hours for business for any proper purpose, the share
register, books and records of account, and records of the proceedings of the
incorporators, shareholders and directors and to make copies or extracts
therefrom. A proper purpose shall mean a purpose reasonably related to the
interest of the person as a shareholder. In every instance where an attorney or
other agent is the person who seeks the right of inspection, the demand shall be
accompanied by a verified power of attorney or other writing that authorizes the
attorney or other agent to so act on behalf of the shareholder. The demand shall
be directed to the Corporation at its registered office in this Commonwealth or
at its principal place of business wherever situated.
ARTICLE VII
AMENDMENTS TO BYLAWS
Section 1. Except as provided in Section 1504 of the Associations Code,
15 Pa.C.S.A. ss.1504, amendments to these Bylaws may be made by a vote of the
members of the Board of Directors at any regular meeting of the Board, or at any
special meeting of the Board if notice of the proposed amendment be contained in
the notice of such meeting, or by a unanimous consent in writing of the members
of the Board of Directors; subject, however, to the power of the shareholders to
change such action.
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