Amended by B/D
4/28/04
revised 12/6/04
BYLAWS
NATIONAL PENN BANCSHARES, INC.
(A Pennsylvania Business Corporation)
ARTICLE I
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Meetings of Shareholders
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Section 1.01. Place of Meeting. Meetings of shareholders of the
Corporation shall be held at such place, within the Commonwealth of Pennsylvania
or elsewhere, as may be fixed by the Board of Directors. If no place is so
fixed, they shall be held at the executive office of the Corporation wherever
situated.
Section 1.02. Annual Meeting. The annual meeting of shareholders for
the election of Directors whose terms are expiring and the transaction of any
other business which may be brought properly before the meeting shall be held at
4:00 p.m., local time, on the fourth Monday in April of each year or such other
date and time as the Board of Directors shall determine.
Section 1.03. Special Meetings. Special meetings of the shareholders
may be called at any time by the Board of Directors or the Chief Executive
Officer. Such meetings shall be held on such date and time as may be fixed by
the Board of Directors or, in the absence of such designation, as fixed by the
Secretary. Special meetings may not be called by shareholders.
Section 1.04. Notice of Meetings. Notice of all meetings of
shareholders shall be given by the Secretary. Written notice of the date, time
and place of all meetings of shareholders, and of the general nature of the
business to be transacted at special meetings, shall be given to each
shareholder of record entitled to vote at the meeting at least twenty days prior
to the day named for the meeting.
Section 1.05. Organization. The Chairman or, if there is no Chairman or
if the Chairman is absent, the President, shall act as presiding officer at
every meeting of the shareholders, and the Secretary or, if the Secretary is
absent, a person appointed by the Chairman or the President, as presiding
officer, shall act as secretary of the meeting. Unless the Board of Directors
shall have taken action with respect thereto, the presiding officer shall
determine the order of business and shall have authority to establish rules for
the conduct of the meeting. Any action by the Board, or the presiding officer,
in adopting rules for, and in conducting, a meeting shall be fair to the
shareholders.
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Section 1.06. Quorum. The presence, in person or by proxy, of
shareholders entitled to cast a majority of the votes that all shareholders are
entitled to cast on a particular matter shall constitute a quorum for the
purpose of considering such matter. If a proxy casts a vote on behalf of a
shareholder on any issue other than a procedural motion considered at a meeting
of shareholders, the shareholder shall be deemed to be present during the entire
meeting for purposes of determining whether a quorum is present for
consideration of any other issue.
Section 1.07. Action by Shareholders. Unless otherwise provided herein,
in the Articles of Incorporation or by law, any action to be taken by vote of
the shareholders shall be authorized upon receiving the affirmative vote of a
majority of the votes cast by all shareholders entitled to vote thereon and, if
any shareholders are entitled to vote thereon as a class, upon receiving the
affirmative vote of a majority of the votes cast by the shareholders entitled to
vote as a class.
Section 1.08. Nominations and Other Business. Nominations for the
election of Directors and other proposals for action at an annual meeting of
shareholders may be made only (a) pursuant to the Corporation's notice of such
meeting, (b) by the presiding officer at the meeting, (c) by or at the direction
of a majority of the Board of Directors, or (d) by one or more shareholders in
accordance with applicable rules of the Securities and Exchange Commission and
the provisions of this Section 1.08. A proposal for action at an annual meeting
must be a proper matter for shareholder action.
A nomination for the election of a Director or a proposal for action at
an annual meeting may be made by a shareholder only if a written notice of such
nomination or proposal has been received by the Secretary at its principal
office on a timely basis. To be timely, such notice must be received not later
than:
(a) 90 days prior to such annual meeting; or
(b) If the annual meeting is to be held on a date other than
the fourth Monday in April, the close of business on the tenth day
following the first public disclosure of the date of such meeting. The
first public disclosure of the date of any annual meeting of
shareholders shall be when public disclosure of such meeting date is
first made in a filing by the Corporation with the Securities and
Exchange Commission, in any notice given to The Nasdaq Stock Market or
in a news release reported by any national news service.
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Each such notice from a shareholder shall set forth:
(a) As to the shareholder giving the notice and the beneficial
owner, if any, on whose behalf the notice is given (1) the name and
address of such shareholder and of such beneficial owner; and (2) the
class and number of shares of the Corporation which are owned of record
and beneficially by such shareholder and such beneficial owner; and
(b) A representation that the shareholder is a beneficial
owner of stock of the Corporation entitled to vote at such meeting and
intends to be present at the meeting in person or by proxy to make such
nomination or proposal.
Each notice of nomination for the election of a Director from a
shareholder also shall set forth:
(a) The name and address of the person to be nominated;
(b) A description of all arrangements or understandings
between the shareholder and the nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination is to
be made by the shareholder;
(c) Such other information regarding the nominee as would be
required to be included in proxy materials filed under applicable rules
of the Securities and Exchange Commission had the nominee been
nominated by the Board of Directors; and
(d) The written consent of the nominee to serve as a Director
if so elected.
Each notice of a proposal for action at an annual meeting from a
shareholder also shall set forth:
(a) A brief description of the proposal;
(b) The reasons for making such proposal; and
(c) Any direct or indirect interest of the shareholder, or any
person on whose behalf the shareholder is acting, in making such
proposal.
The presiding officer at the meeting may refuse to permit any
nomination for the election of a Director or proposal to be made at an annual
meeting by a shareholder who has not complied with all of the foregoing
procedures and requirements.
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ARTICLE II
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Directors
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Section 2.01. Number and Term of Office. There shall be such number of
Directors, who shall be divided into such classes, and who shall be elected to
serve for such terms of office, as is provided in the Articles of Incorporation.
Section 2.02. Vacancies. Vacancies on the Board of Directors, should
they occur for whatever reason, including vacancies resulting from death,
resignation, retirement, disqualification or an increase in the number of
Directors, shall be filled by a majority vote of the remaining Directors though
less than a quorum. Each Director elected by the Board of Directors pursuant to
this Section 2.02 shall hold such office for a term expiring at the annual
meeting of shareholders at which the term of the class to which the Director has
been elected expires and until the Director's successor is elected and
qualified.
Section 2.03. Resignations. Any Director may resign at any time by
giving written notice to the Board of Directors, the Chief Executive Officer or
the Secretary. Any such resignation shall take effect at the time of the receipt
of such notice or at any later time specified therein. Unless otherwise
specified therein, the acceptance of a resignation shall not be necessary to
make it effective.
Section 2.04. Reorganization Meeting. As soon as practicable after each
annual election of Directors, the Board of Directors shall meet for the purpose
of organization, election of officers and the transaction of other business, at
a date, time and place designated by the Secretary.
Section 2.05. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such dates, times and places as shall be determined
from time to time by the Board or otherwise in accordance with past practice.
Notice of such meetings need not be given.
Section 2.06. Special Meetings. Special meetings of the Board of
Directors may be called at any time by the Chairman, if any, the President or
one-third or more of the Directors in office. Notice of the date, time, place
and general nature of the business to be transacted at each special meeting
shall be given to each Director by or at the direction of the person or persons
calling such meeting, not later than during the day immediately preceding the
day of such meeting.
Section 2.07. Organization. Every meeting of the Board of Directors
shall be presided over by the Chairman or, if there is no Chairman or if the
Chairman is absent, the President or, if the President is absent, a chairman
chosen by a majority of the Directors present. The Secretary or, if the
Secretary is absent, a person appointed by the Chairman or the President, shall
act as secretary.
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Section 2.08. Quorum. Except to the extent that a greater number is
required by law, a majority of all the Directors in office shall constitute a
quorum for the transaction of business at any meeting.
Section 2.09. Board Action. The acts of a majority of the Directors
present at a meeting at which a quorum is present shall be the acts of the Board
of Directors.
Any action that may be taken at a meeting of the Board of Directors may
be taken without a meeting if, prior or subsequent to the action, a consent or
consents thereto by all of the Directors is filed with the Secretary.
Section 2.10. Compensation. Compensation payable for services as a
Director or member of a committee of the Board of Directors shall be in such
amounts as shall be determined by the Board of Directors on the recommendation
of the Compensation Committee. No person who is an employee of the Corporation
or any subsidiary thereof shall receive any compensation as a Director or a
committee member. Non-employee Directors may also be reimbursed for expenses
incidental to attendance at Board or committee meetings, as determined by the
Board on the recommendation of the Compensation Committee.
Section 2.11. Mandatory Retirement of Directors. No person who has
attained the age of seventy-two (72) years shall be qualified for nomination or
for election to the Board of Directors. Accordingly, a Director, upon attaining
such age, shall retire from the Board of Directors on the date of the annual
meeting of shareholders that next follows his or her seventy-second birthday.
A Director, upon retirement from his or her principal occupation, shall
give the Board of Directors prompt notice of such retirement and shall offer to
retire from the Board on such date as the Board shall determine. If such offer
is accepted, any failure of the Director to retire as determined by the Board
shall constitute proper cause for the Board to declare vacant the office of the
Director.
Section 2.12. Director Emeritus. A Director who retires from the Board
of Directors pursuant to Section 2.11 of these Bylaws shall be eligible to serve
as a Director Emeritus. Such an Emeritus Director may be named by the Board at
any time, but may not serve more than a total of three consecutive years. A
Director Emeritus shall have the privilege of attending all meetings of the
Board and shall have the opportunity of sharing his or her experience with the
Board, but shall have none of the responsibilities of a member of the Board, and
shall have no vote on matters put before the Board. A Director Emeritus shall
receive such compensation and reimbursement of expenses as shall be determined
by the Board of Directors on the recommendation of the Compensation Committee.
The terms "Director," "Board," or "Board of Directors" where used in
these Bylaws shall not be deemed to apply to or to include a Director Emeritus.
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ARTICLE III
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Committees
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Section 3.01. Executive Committee. There shall be an Executive
Committee consisting of such Directors as shall from time to time be appointed
by the Board of Directors, on the recommendation of the Nominating/Corporate
Governance Committee. The Executive Committee shall meet on the call of the
Chairman of the Executive Committee, the Chairman or the President. So far as
may be permitted by law and except for matters specifically reserved to the
Board of Directors in these Bylaws, the Executive Committee shall possess and
may exercise all the powers of the Board of Directors in the management of the
business and affairs of the Corporation conferred by these Bylaws or otherwise,
during intervals between meetings of the Board of Directors. The Executive
Committee shall have such other duties and responsibilities as shall be set
forth in a charter approved annually by the Board of Directors.
Section 3.02. Audit Committee. There shall be an Audit Committee
consisting entirely of such outside independent Directors as shall from time to
time be appointed by the Board of Directors, on the recommendation of the
Nominating/Corporate Governance Committee. The Audit Committee shall be
responsible for appointing, evaluating and replacing the independent
accountants; determining the appropriateness of their fees and approving any
audit and permitted non-audit services performed by them; reviewing the scope
and results of the audit plans of the independent accountants and internal
auditors; overseeing the scope and adequacy of internal accounting control and
record-keeping systems; reviewing the objectivity, effectiveness and resources
of the internal audit function; and conferring independently with the
independent accountants. The Audit Committee shall have such other duties and
responsibilities as shall be set forth in a charter approved annually by the
Board of Directors.
Section 3.03. Compensation Committee. There shall be a Compensation
Committee consisting entirely of such outside independent Directors as shall
from time to time be appointed by the Board of Directors, on the recommendation
of the Nominating/Corporate Governance Committee. The Compensation Committee
shall be responsible for recommending to the Board of Directors (for action in
Executive Session) the Chief Executive Officer's and President's compensation,
and determining compensation for other executive officers; establishing
compensation policies for the Corporation's directors, officers and employees
generally; and administering the Corporation's stock-based compensation plans.
The Compensation Committee shall have such other duties and responsibilities as
shall be set forth in a charter approved annually by the Board of Directors.
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Section 3.04. Nominating/Corporate Governance Committee. There shall be
a Nominating/Corporate Governance Committee consisting entirely of such outside
independent Directors as shall from time to time be appointed by the Board of
Directors, on the recommendation of the Nominating/Corporate Governance
Committee. The Nominating/Corporate Governance Committee shall be responsible
for screening and recommending to the Board of Directors persons to be
candidates for election or appointment as Directors; evaluating the performance
of the Board, including the training and orientation of directors; ensuring an
appropriate structure for management succession and development; recommending to
the Board of Directors committee assignments for Directors, including
Chairmanships; and reviewing corporate policies such as Code of Conduct, stock
ownership guidelines, insider trading and director attendance. The
Nominating/Corporate Governance Committee shall have such other duties and
responsibilities as shall be set forth in a charter approved annually by the
Board of Directors.
Section 3.05. Other Committees. The Board of Directors may, at any time
and from time to time, appoint such other standing or special committees with
such duties and responsibilities as the Board of Directors shall determine.
Section 3.06. Committee Procedures. Except as otherwise expressly
provided herein, and unless the Board of Directors has acted with respect
thereto, each Committee shall adopt its own rules of procedure, and determine
the dates, times and places of its meetings. Except for regularly scheduled
Committee meetings approved by the Committee, notice of the date, time and place
of each Committee meeting shall be given to each Committee member by the
Committee chairman or his or her delegate, not later than during the day
immediately preceding the day of such meeting.
Section 3.07. Quorum. A majority of all the members of any Committee
shall constitute a quorum for the transaction of business at any meeting of the
Committee.
Section 3.08. Committee Action. The acts of a majority of the Committee
members present at a meeting at which a quorum is present shall be the acts of
the Committee.
Any action that may be taken at a meeting of a Committee may be taken
without a meeting if, prior or subsequent to the action, a consent or consents
thereto by all of the Committee members is filed with the Secretary.
Section 3.09. Minutes; Reports to Board. Each Committee shall keep
minutes of its meetings and report its actions to the Board of Directors at the
next following meeting of the Board.
Section 3.10. Definition of Outside Independent Director. The term
"outside independent director" means a Director who is not an employee of the
Corporation or any subsidiary and who satisfies all the "independence" tests of
applicable law, rules or regulations, including those of The Nasdaq Stock
Market, Inc.
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ARTICLE IV
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Officers
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Section 4.01. Officers. The officers of the Corporation shall be a
President, a Secretary and a Treasurer, and may include a Chairman, one or more
Vice Presidents, and such other officers as the Board of Directors may from time
to time determine.
Section 4.02. Qualifications. The officers shall be natural persons
of full age.
Section 4.03. Election and Term of Office. The Chairman and
Presidentshall be elected by the Board of Directors. Other officers may be
elected by the Board of Directors or a duly authorized Board Committee. Each
officer shall serve at the pleasure of, and be subject to removal only by, the
Board of Directors.
Section 4.04. Resignations. Any officer may resign at any time by
giving written notice to the Board of Directors, the Chief Executive Officer or
the Secretary. Any such resignation shall take effect at the time of the receipt
of such notice or at any later time specified therein. Unless otherwise
specified therein, the acceptance of a resignation shall not be necessary to
make it effective.
Section 4.05. Chairman. The Board of Directors may elect one of its
members to be Chairman. The Chairman shall preside at all meetings of the Board
of Directors. The Chairman shall also have such other powers and duties as may
be conferred upon or assigned to the Chairman by the Board of Directors, as well
as any other powers specifically conferred upon the Chairman by these Bylaws.
Section 4.06. President. The President shall, if there is no Chairman
or in the absence of the Chairman, preside at any meeting of the Board of
Directors. The President shall have and may exercise any and all other powers
and duties pertaining by law, regulation or practice to the office of President,
or imposed by these Bylaws. The President shall have such other powers and
duties as may be conferred upon or assigned to the President by the Board of
Directors.
Section 4.07. Chief Executive Officer. The Board of Directors shall
designate the Chairman or the President as the Chief Executive Officer. The
Chief Executive Officer shall be the chief executive officer of the Corporation
and shall have general executive powers concerning all the business and
operations of the Corporation, subject, however, to the control of the Board of
Directors. The Chief Executive Officer shall have such other powers and duties
as may be conferred upon, or assigned to, the Chief Executive Officer by the
Board of Directors. The Chief Executive Officer may delegate to any other
officer such executive and other powers and duties as the Chief Executive
Officer deems advisable.
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Section 4.08. Vice Presidents. There may be one or more Group Executive
Vice Presidents, Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents. Each such person shall have such powers and duties as may be
conferred upon or assigned to him or her by the Board of Directors or the Chief
Executive Officer.
Section 4.09. Secretary. The Secretary shall attend to the giving of
all notices required by law or these Bylaws to be given. The Secretary shall
keep minutes of all meetings of the Board of Directors and of the shareholders.
The Secretary shall be custodian of the corporate seal and all other general
corporate records of the Corporation. The Secretary shall have all other powers
and duties pertaining by law, regulation or practice to the office of Secretary,
or imposed by these Bylaws, or as may from time to time be conferred upon, or
assigned to, the Secretary by the Board of Directors or the Chief Executive
Officer.
Section 4.10. Treasurer. The Treasurer shall be responsible for the
funding of the Corporation and for all moneys, funds, securities, fidelity and
indemnity bonds and other valuables belonging to the Corporation. The Treasurer
shall have all other powers and duties pertaining by law, regulation or practice
to the office of Treasurer, or imposed by these Bylaws, or as may from time to
time be conferred upon, or assigned to, the Treasurer by the Board of Directors
or the Chief Executive Officer.
Section 4.11. Other Officers. Any other officers shall perform such
duties as from time to time may be conferred upon or assigned to them
respectively by the Board of Directors or the Chief Executive Officer.
Section 4.12. Compensation. The compensation of executive officers of
the Corporation shall be determined as provided in Section 3.03 of these Bylaws.
Unless the Board shall otherwise direct, the Chief Executive Officer or his or
her delegate shall fix the compensation of all other officers and employees of
the Corporation or any subsidiary who are not executive officers of the
Corporation, and in conjunction therewith, the Chief Executive Officer is
authorized to execute contracts on behalf of the Corporation or any subsidiary
with such persons.
ARTICLE V
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Limitation of Directors' Liability; Indemnification
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Section 5.01. General Rule; Exception. To the fullest extent permitted
by Pennsylvania law, a Director shall not be personally liable to the
Corporation, its shareholders or others for monetary damages 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, as set forth in the
Directors' Liability Act, and (b) such breach or failure constitutes
self-dealing, willful misconduct or recklessness.
The provisions of this Article Fifth shall not apply with respect to
the responsibility
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or liability of a Director under any criminal statute or the liability of a
Director for the payment of taxes pursuant to local, state or federal law.
Section 5.02. Indemnification; Advancement of Expenses; Insurance. 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, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a Director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. Such indemnification shall cover expenses
(including attorneys' fees), amounts paid in settlement, judgments and fines
actually and reasonably incurred by such person in connection with such action,
suit or proceeding. Notwithstanding the foregoing, no indemnification shall be
made in any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
Expenses (including attorneys' fees) incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the Director, officer, employee or agent to repay
such amount if it shall be ultimately determined that he or she is not entitled
to be indemnified by the Corporation as authorized in this Article Fifth.
The indemnification and advancement of expenses provided by this
Article Fifth shall (a) not be deemed exclusive of any other right to which
persons seeking indemnification and advancement of expenses may be entitled
under any agreement, vote of shareholders or disinterested Directors, or
otherwise, both as to actions in such persons' official capacity and as to their
actions in another capacity while holding office, and (b) 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.
The Corporation may purchase and maintain insurance on behalf of any
person, enter into contracts of indemnification with any person, create a fund
of any nature (which may, but need not be, under the control of a trustee) for
the benefit of any person, and otherwise secure in any manner its obligations
with respect to indemnification and advancement of expenses, whether arising
under this Article Fifth or otherwise, to or for the benefit of any person,
whether or not the Corporation would have the power to indemnify such person
against such liability under the provisions of this Article Fifth.
Section 5.03. Effective Date. The limitation of liability provided in
Section 5.01
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of this Article Fifth and the right to indemnification provided in Section 5.02
of this Article Fifth shall apply to any action or any failure to take any
action occurring on or after January 27, 1987.
Section 5.04. Amendment or Repeal. Notwithstanding anything herein
contained to the contrary, this Article Fifth may not be amended or repealed and
a provision inconsistent herewith may not be adopted, except by (a) the
affirmative vote of 80% of the members of the entire Board of Directors or (b)
the affirmative vote of shareholders of the Corporation entitled to cast at
least 80% of the votes which all shareholders are then entitled to cast.
Notwithstanding the foregoing, if the Business Corporation Law or the
Directors' Liability Act is amended or any other statute is enacted so as to
decrease the exposure of Directors to liability or to increase the
indemnification rights available to Directors, officers or others, then this
Article Fifth and any other provision of these Bylaws inconsistent with such
decreased exposure or increased indemnification rights shall be amended,
automatically and without further action on the part of shareholders or
Directors, to reflect such decreased exposure or to include such increased
indemnification rights, unless such legislation expressly requires otherwise.
Any repeal or modification of this Article Fifth by the shareholders of
the Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a Director or any right to
indemnification from the Corporation with respect to any action or any failure
to take any action occurring prior to the time of such repeal or modification.
Section 5.05. Severability. If, for any reason, any provision of this
Article Fifth shall be held invalid, such invalidity shall not affect any other
provision not held so invalid, and each such other provision shall, to the full
extent consistent with law, continue in full force and effect. If any provision
of this Article Fifth shall be held invalid in part, such invalidity shall in no
way affect the remainder of such provision, and the remainder of such provision,
together with all other provisions of this Article Fifth shall, to the full
extent consistent with law, continue in full force and effect.
Section 5.06. Repeal of Prior Provision. Article Fifth (as in effect on
the day prior to April 21, 1987 (the day on which a new Article Fifth was
approved by the shareholders of the Corporation)), and all provisions of these
Bylaws on that date insofar as they were inconsistent with this Article Fifth,
are hereby repealed. Notwithstanding the foregoing, with respect to acts or
omissions occurring prior to January 27, 1987, such former Article Fifth and
such other provisions of these Bylaws remain in full force and effect.
ARTICLE VI
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Share Certificates; Transfer
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Section 6.01. Share Certificates. Except as otherwise provided in
Section 6.05, the shares of the Corporation shall be represented by a
certificate. Share certificates shall be signed by the manual, facsimile,
printed or engraved signatures of the Chairman or the President, and the
Secretary or the Treasurer, but one of such signatures shall be a manual
signature unless the certificates are signed by a transfer agent or a registrar,
and shall be sealed with the corporate seal, which may be a facsimile, engraved
or printed seal. 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 before the certificate is issued, it may be issued by the
Corporation with the same effect as if the officer had not ceased to be such at
the date of its issue.
Section 6.02. Transfer of Shares. Transfer of shares of the Corporation
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 transfer.
Section 6.03. Transfer Agent and Registrar; Regulations. The
Corporation may, if and whenever the Board of Directors so determines, designate
one or more transfer agents by which the shares of the Corporation shall be
transferable, and also designate one or more registrars by which the shares
shall be registered; and no certificates for shares of the Corporation in
respect of which a registrar shall have been designated shall be valid unless
countersigned and registered by such registrar. The Board of Directors may also
make such additional rules and regulations as it may deem expedient concerning
the issue, transfer and registration of share certificates.
Section 6.04. Lost, Stolen or Destroyed 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 such person's
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 such person's 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 6.05. 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 6.02
shall not apply to uncertificated shares and, in lieu thereof, the Board shall
adopt alternative procedures for registration of transfers.
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ARTICLE VII
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Notice Provisions
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Section 7.01. Manner of Giving Notice. Any notice required to be given
to any person under the provisions of the Articles of Incorporation, these
Bylaws or by law shall be given to the person either personally or by sending a
copy thereof:
(a) By first class or express mail, postage prepaid, or
courier service, charges prepaid, to such person's postal address
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.
Notice pursuant to this subsection shall be deemed to have been given
to the person entitled thereto when deposited in the United States mail
or with a courier service for delivery to that person; or
(b) By facsimile transmission, e-mail or other electronic
communication to such person's facsimile number or address for e-mail
or other electronic communications supplied by such person to the
Corporation for the purpose of notice. Notice pursuant to this
subsection shall be deemed to have been given to the person entitled
thereto when sent.
A notice of meeting shall specify the date, time and place, if any, of
the meeting and any other information required by law or these Bylaws.
Section 7.02. Waiver of Notice. Whenever any notice is required to be
given by the Articles of Incorporation, these Bylaws or by law, 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 notice. Neither the business to be transacted at, nor the purpose of,
a meeting need be specified in the waiver of notice of the meeting. Attendance
of a person at any meeting shall constitute a waiver of notice of such 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.
Section 7.03. Householding of Notices. Any material delivered to a
shareholder
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in a manner consistent with the delivery requirements contained in Regulation
14A or 14C under the Securities Exchange Act of 1934 shall be deemed to be
delivered to the shareholder entitled to such delivery.
Section 7.04. Bulk Mail. Notice of any regular or special meeting of
the shareholders, or any other notice required by law, the Articles of
Incorporation or these Bylaws to be given to all shareholders or to all holders
of a class or series of shares, may be given by any class of mail, postage
prepaid, if the notice is deposited in the United States mail at least 20 days
prior to the day named for the meeting or any corporate or shareholder action
specified in the notice.
Section 7.05. Shareholders Without Forwarding Addresses. Notice or
other communications need not be sent to any shareholder with whom the
Corporation has been unable to communicate for more than 24 consecutive months
because communications to the shareholder are returned unclaimed or the
shareholder has otherwise failed to provide the Corporation with a current
address. Whenever the shareholder provides the Corporation with a current
address, the Corporation shall commence sending notices and other communications
to the shareholder in the same manner as to other shareholders.
ARTICLE VIII
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Amendments
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Section 8.01. Amendments. Bylaws may be adopted, amended or repealed by
the Board of Directors in the manner provided in Section 2.09 or by the
shareholders in the manner provided in Section 1.07.
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