Amended: 4/23/98
BY-LAWS
OF
CROWN CORK & SEAL COMPANY, INC.
(A PENNSYLVANIA CORPORATION)
ARTICLE 1
Shareholders
SECTION 1: Annual Meetings. The Corporation shall hold annually a regular
meeting of its shareholders for the election of Directors and for the
transaction of general business which may properly come before the meeting in
accordance with these By-Laws in Philadelphia, Pennsylvania, on the fourth (4th)
Thursday in April in each year, if not a legal holiday, and, if a legal holiday,
then on the first day following (excluding Saturday) which is not a legal
holiday, or on such other date as may be designated by the Board of Directors
which is not a legal holiday, at 11:00 a.m., local time.
SECTION 2: Special Meetings. Special meetings may be called by a majority of the
Board of Directors or the chief executive officer, to meet at such place or time
as may be designated by the Board of Directors or the chief executive officer,
respectively. Except as provided by law, the shareholders shall not be entitled
to call a special meeting.
SECTION 3: Notice of Meetings. Written or printed notice of every annual and
every special meeting of the shareholders shall be given to each shareholder of
record entitled to vote at such meeting by mail, postage prepaid and addressed
to the address on the books of the Corporation, or as otherwise provided by law,
at least ten (10) days before such meeting. Notice of every special meeting
shall state the place, date and time of the meeting and the business proposed to
be transacted. Failure to give notice of any annual meeting, or any irregularity
in such notice, shall not affect the validity of any annual meeting or of any
proceedings at any such meeting. Notice of any meeting of shareholders need not
be given to any shareholder who waives notice thereof in writing either before
or after the holding thereof, and attendance at any such meeting shall
constitute waiver of notice thereof except as otherwise provided by law. No
notice of any adjourned meeting of shareholders need be given.
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SECTION 4: Quorum. At all meetings of shareholders, the presence, in person or
by proxy, of shareholders entitled to cast a majority in number of votes shall
be necessary to constitute a quorum for the transaction of business; but in the
absence of a quorum, the shareholders present in person or by proxy at the time
and place fixed for such meeting, or at the time and place of any adjournment
thereof, may, by majority vote, adjourn the meeting from time to time, but not
for a period of over fifteen (15) days with respect to any meeting at which
directors are to be elected or a period of over thirty (30) days with respect to
any other meeting at any one time.
SECTION 5: Voting. Except in cases in which it is by statute, by the Articles of
Incorporation or by these By-Laws otherwise provided, each shareholder entitled
to vote at such meeting shall be entitled to cast one vote for each share of
stock held by him, and a majority of the votes cast shall be sufficient to elect
and pass any measure.
SECTION 6: Proxies. Any shareholder entitled to vote at any meeting of
shareholders may vote by person or by proxy. Every proxy shall be in writing,
subscribed by the shareholder or his duly authorized attorney and dated.
SECTION 7: Judges of Election. Prior to any meeting of shareholders, the Board
of Directors may appoint three judges of election, and in default of such
appointment the shareholders at such meeting shall by majority vote appoint such
judges. The judges of election need not be shareholders and may not be
candidates for any office. The judges of election shall exercise all of the
powers and duties usually incident to their office.
SECTION 8: Nominations. (a)Only persons who are nominated in accordance with the
procedures set forth in these By-Laws shall be eligible to serve as Directors of
the Corporation. Nominations of persons for election to the Board of Directors
of the Corporation may be made at a meeting of shareholders (i) by or at the
direction of the Board of Directors or (ii) by any shareholder of the
Corporation who is a shareholder of record at the time of giving of notice
provided for in this By-Law, who shall be entitled to vote for the election of
Directors at the meeting and who complies with the notice procedures set forth
in this By-Law.
(b) Nominations by shareholders shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation (i) in the case of an annual
meeting, not less than sixty (60) days nor more than ninety (90) days prior to
the first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is changed by more than
thirty (30) days from such anniversary date, notice by the shareholder to be
timely must be so received not later than the
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close of business on the tenth (10th) day following the earlier of the day on
which notice of the date of the meeting was mailed or public disclosure was
made, and (ii) in the case of a special meeting at which Directors are to be
elected, not later than the close of business on the tenth (10th) day following
the earlier of the day on which notice of the date of the meeting was mailed or
public disclosure was made. Such shareholder's notice shall set forth (i) as to
each person whom the shareholder proposes to nominate for election or reelection
as a Director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including such person's written consent to being named
in the proxy statement as a nominee and to serving as a Director if elected and
including information as to the purpose of such nomination); (ii) as to the
shareholder giving the notice (A) the name and address, as they appear on the
Corporation's books, of such shareholder and (B) the class and number of shares
of the Corporation which are beneficially owned by such shareholder and also
which are owned of record by such shareholder; and (iii) as to the beneficial
owner, if any, on whose behalf the nomination is made. (A) the name and address
of such person and (B) the class and number of shares of the Corporation which
are beneficially owned by such person. At the request of the Board of Directors,
any person nominated by the Board of Directors for election as a Director shall
furnish to the Secretary of the Corporation that information required to be set
forth in a shareholder's notice of nomination which pertains to the nominee.
(c) No person shall be eligible to serve as a Director of the
Corporation unless nominated in accordance with the procedures set forth in this
By-Law. The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by these By-Laws, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this By-Law, a shareholder shall
also comply with all applicable requirements of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder with respect to the
matters set forth in this By-Law.
SECTION 9: Notice of Shareholder Business. (a) At an annual meeting of the
shareholders, only such business shall be conducted as shall have been brought
before the meeting (i) pursuant to the Corporation's notice of meeting, (ii) by
or at the direction of the Board of Directors or (iii) by any shareholder of the
Corporation who is a shareholder of record at the time of giving of the notice
provided for in this By-Law, who shall be entitled to vote at such meeting and
who complies with the notice procedures set forth in this By-Law.
(b) For business to be properly brought before an annual
meeting by a shareholder pursuant to clause (iii) of paragraph (a) of this
By-Law, the shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days prior
to
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the first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the meeting is changed by more than thirty
(30) days from such anniversary date, notice by the shareholder to be timely
must be received no later than the close of business on the tenth (10th) day
following the earlier of the day on which notice of the date of the meeting was
mailed or public disclosure was made. A shareholder's notice to the Secretary
shall set forth as to each matter the shareholder proposes to bring before the
meeting (i) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting, (ii) the
name and address, as they appear on the Corporation's books, of the shareholder
proposing such business, and the name and address of the beneficial owner, if
any, on whose behalf the proposal is made, (iii) the class and number of shares
of the Corporation which are owned beneficially and of record by such
shareholder of record and by the beneficial owner, if any, on whose behalf the
proposal is made and (iv) any material interest of such shareholder of record
and the beneficial owner, if any, on whose behalf the proposal is made in such
business.
(c) Notwithstanding anything in these By-Laws to the contrary,
no business shall be conducted at an annual meeting except in accordance with
the procedures set forth in this By-Law. The chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the procedures
prescribed by these By-Laws, and if he should so determine, he shall so declare
to the meeting and any such business not properly brought before the meeting
shall not be transacted. Notwithstanding the foregoing provisions of this
By-Law, a shareholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this By-Law.
ARTICLE II
Board of Directors
SECTION 1: Powers. The business and affairs of the Corporation, except as
otherwise provided by statute, the Articles of Incorporation or these By-Laws,
shall be conducted and managed by the Board of Directors. The number of
Directors of the Corporation, which shall be not more than eighteen (18) and not
less than ten (10), shall be determined from time to time by the Directors.
Directors must be shareholders of the Corporation.
SECTION 2: Election. The Directors of the Corporation shall be elected by ballot
at the annual meeting of the Shareholders and shall serve one (1) year and until
their successors shall be duly elected and qualified or until their earlier
death, resignation or removal.
SECTION 3: Annual Meeting. The regular annual meeting of the Board of Directors
shall be held immediately following each meeting of the shareholders at which a
Board of Directors shall have been elected for the purpose of organization and
the transaction of other business.
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SECTION 4: Regular Meetings. In addition to the annual meeting, regular meetings
of the Board of Directors shall be held at such intervals as may be fixed from
time to time by the Board of Directors.
SECTION 5: Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board, the President, or a Vice President, or by a
majority of the Board of Directors, and shall be held at the time and place
specified in the call for such special meeting.
SECTION 6: Place of Meeting. Subject to the provisions of Section 4 of this
Article II, regular and special meetings of the Board of Directors may be held
within or without the Commonwealth of Pennsylvania, and at such times and places
as, in the case of a regular meeting, may be stated in the notice of the
meeting, or in the case of a special meeting, may be specified in the call for
such meeting.
SECTION 7: Conference Calls. Any one or more members of the Board of Directors
of the Corporation or any committee thereof may participate in a meeting of such
Board or committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation by such means shall constitute presence in
person at a meeting. No persons may participate in any meeting of the
shareholders by means of a conference telephone or similar communications
equipment.
SECTION 8: Notice of Meetings. Notice of the place, day and hour of every
regular and special meeting of the Board of Directors shall be given each
Director before the meeting personally be telegram, letter or telefax or by
mail, postage prepaid, to the address on the books of the Corporation or as
otherwise provided by law at least four (4) days before the meeting. No notice
need be given any director who waives such notice in writing either before or
after the holding thereof, and attendance at any such meeting shall constitute
waiver of notice thereof except as otherwise provided by law. No notice of any
adjournment meeting of the Board of Directors need be given.
SECTION 9: Quorum. No less than one-half of the Board of Directors shall
constitute a quorum for the transaction of any business at every meeting of the
Board of Directors, but if at any meeting there be less than a quorum present a
majority of those present may adjourn the meeting from time to time but not for
a period of over thirty (30) days at any one time, without notice other than by
announcement at the meeting until a quorum shall attend. At any such adjourned
meeting at which a quorum shall attend, any business may be transacted which
might have been transacted at the meeting as previously modified.
SECTION 10: Committees. From time to time, the Board of Directors may by
resolution provide for and appoint the members of an Executive Committee, or any
other regular or special committee, or committees, and all such committees shall
have and may exercise such powers as shall be conferred or authorized by the
resolution of appointment.
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SECTION 11: Vacancies. Vacancies in the Board of Directors occurring during the
year shall be filled for the unexpired terms by a majority of the remaining
members of the Board of Directors although less than a quorum.
SECTION 12: Limitation on Liability. A Director shall not be personally liable
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
office under Subchapter B of Chapter 17 of the Pennsylvania Business Corporation
Law of 1988, as the same may be amended (relating to standard of care and
justifiable reliance) and (b) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness. The provisions of this Section
12 shall not apply to (a) the responsibility or liability of a Director pursuant
to any criminal statute or (b) the liability of a Director for the payment of
taxes pursuant to local, state or federal law. Any repeal or modification of
this Section 12 shall be prospective only, and shall not affect, to the
detriment of any Director, any limitation on the personal liability of a
Director of the corporation existing at the time of such repeal or modification.
ARTICLE III
Officers
SECTION 1: Officers. The Officers of the Corporation shall be a Chairman of the
Board of Directors, a President, one or more Vice Presidents (one or more of
whom may be designated as Executive Vice Presidents or Senior Vice Presidents by
the Board of Directors), a Treasurer, one or more Assistant Treasurers, a
Secretary, and one or more Assistant Secretaries and a Controller. The Board of
Directors may elect such other officers as they may from time to time deem
necessary, who shall have such authority and shall perform such duties as from
time to time may be prescribed by the Board of Directors.
SECTION 2: Officers Holding More Than One Office. Any two (2) of the offices
provided for in this Article III may be held by the same person except that the
President may not hold the office of Vice President or Secretary, nor the
Treasurer that of Assistant Treasurer, nor the Secretary that of Assistant
Secretary.
SECTION 3: Chairman of the Board. The Chairman of the Board of Directors shall
preside at all meetings of the Board of Directors. He shall have supervision of
such matters as may be designated to him by the Board of Directors. The Board of
Directors may elect a Vice Chairman of the Board, who shall have such authority
and shall perform such duties as from time to time may be presented by the Board
of Directors.
SECTION 4: President. The President shall have such authority and perform such
duties as may from time to time be assigned to him by the Board of Directors,
and, in the absence of the Chairman of the Board and the Vice Chairman of the
Board, he shall preside at all meetings of the Board of Directors.
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SECTION 5: Chief Executive Officer. Either the Chairman of the Board or the
President, as determined by the Board of Directors, shall be the chief executive
officer of the Corporation and, subject to the Board of Directors, shall have
general charge of the business and affairs of the Corporation.
SECTION 6: Vice Presidents. The Vice Presidents shall perform such duties as may
be incidental to their office and as may be assigned to them from time to time
by the Board of Directors. In the absence of the President, the specific duties
assigned to that officer shall be exercised by the Vice Presidents.
SECTION 7: Secretary. The Secretary shall keep the minutes of all meetings of
the Board of Directors and the minutes of all meetings of the shareholders in
books provided for that purpose. He shall attend to the giving and serving of
all notices of the Corporation and shall be the custodian of the corporate seal.
He shall have charge of and keep and preserve such books and records of the
Corporation as the Board of Directors may prescribe, and he shall perform all
other duties incidental to his office and as may be assigned to him by the Board
of Directors from time to time. Unless otherwise ordered by the Board of
Directors, he may certify copies of and extracts from any of the official
records of the Corporation and may also certify as to the Officers of the
Corporation and as to similar matters.
SECTION 8: Treasurer. The Treasurer shall have the care and custody of the funds
and securities of the Corporation and shall deposit the same in such bank or
banks as the Board of Directors may select, or in the absence of such selection,
as may be selected by him. He shall disburse the funds of the Corporation in the
regular conduct of its business or as may be ordered by the Board. The Treasurer
shall perform such other duties as the Board of Directors may from time to time
require.
SECTION 9: Controller. The Controller shall maintain adequate records of all
assets, liabilities and transactions of the Corporation; see that adequate
audits thereof are currently and regularly made; and, in conjunction with other
officers and department heads, initiate and enforce measures and procedures
whereby the business of this Corporation shall be conducted with the maximum
safety, efficiency and economy. He shall have such other powers and perform such
other duties as the Board of Directors may from time to time prescribe.
SECTION 10: Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries and Assistant Treasurers shall have such powers and perform such
duties as may be assigned to them by the Board of Directors or by the President,
or by the Secretary or the Treasurer respectively, and in the absence or
incapacity of the Secretary or Treasurer, shall have the powers and perform the
duties of those officers respectively.
SECTION 11: Vacancies. Vacancies in any of the offices provided herein shall be
filled by the Board of Directors by majority vote for the unexpired terms.
SECTION 12: Contracts, Notes, Drafts, Etc. Except as otherwise provided by the
Board of Directors, all written material contracts, deeds, bonds and similar
instruments of the Corporation, shall be executed on its behalf by the Chairman
of the Board, the Vice Chairman of
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the Board, the President or any Vice President or Treasurer and shall be either:
(a) countersigned by the Secretary or an Assistant Secretary of the Corporation
or (b) have the corporate seal affixed thereto and attested by the Secretary, an
Assistant Secretary or a member of the legal department of the Corporation.
Notes drawn and drafts accepted by the Corporation shall be valid only when
signed by the Chairman of the Board, the Vice Chairman of the Board, the
President or any Vice President, the Treasurer or the Controller, and
countersigned by the Secretary, Assistant Treasurer, any Assistant Secretary or
any Assistant Controller. Funds of the Corporation deposited in banks and other
depositories by checks, drafts, or other orders for the payment of money,
bearing the signatures of any two (2) of the officers and/or such other
employees of the Corporation as the Board of Directors may from time to time
designate; and, in lieu of manual signature thereof, the Board of Directors may
adopt and thereupon the Corporation may use a facsimile signature of any officer
or officers, notwithstanding the fact that such officer or officers may no
longer be employed by the Corporation at the time the checks bearing such
facsimile signature are actually drawn or presented for payment. The funds
deposited in banks or other depositories in special accounts for payroll or
other purposes shall be drawn from such depositories by checks signed by any two
officers or such person or persons as the Board of Directors may from time to
time designate. Whenever the Board of Directors shall provide by resolution that
any contract or note shall be executed, or draft accepted, in any other manner
and by any other officer or agent than as specified in these By-Laws, such
method of execution, acceptance or endorsement shall be as equally effective to
bind the Corporation as if specified herein. Access to the safe deposit boxes of
the Corporation shall be had only in the presence of any two of the following
officers, that is to say, the Chairman of the Board, the Vice Chairman of the
Board, the President, any one of the Vice Presidents, the Secretary, the
Treasurer, or the Controller, or in the presence of any one of the
aforementioned officers and an Assistant Secretary or an Assistant Treasurer.
The signing of any instrument or the doing of any act by any person elected a
Vice President as such Vice President, or by any person elected an Assistant
Secretary or Assistant Treasurer as such Assistant Secretary or Assistant
Treasurer, as the case may be, shall not be subject to any inquiry as to whether
the President, the Secretary or the Treasurer, as the case may be, was at the
time of such signing or of such act, absent, unavailable or under any
disability.
ARTICLE IV
Indemnification
SECTION 1: Right to Indemnification. Subject to Section 3 hereof, the
Corporation shall indemnify to the fullest extent permitted by applicable law
any person who was or is a party or is threatened to be made a party to or is
otherwise involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that such person is or was a Director or
Officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation or of a partnership,
joint venture, trust or other enterprise or entity, whether or not for profit,
whether domestic or foreign, including service with respect to an employee
benefit plan, its participants or beneficiaries, against all liability, loss and
expense (including attorneys' fees and amounts paid in settlement) actually and
reasonably incurred by such person
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in connection with such Proceeding, whether or not the indemnified liability
arises or arose from any Proceeding by or in the right of the Corporation.
SECTION 2: Advance of Expenses. Subject to Section 3 hereof, expenses incurred
by a Director or Officer in defending (or acting as a witness in) a Proceeding
shall be paid by the Corporation in advance of the final disposition of such
Proceeding, subject to the provisions of applicable law, upon receipt of an
undertaking by or on behalf of the Director or Officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation under applicable law.
SECTION 3: Procedure for Determining Permissibility. To determine whether any
indemnification or advance of expenses under this Article IV is permissible, the
Board of Directors by a majority vote of a quorum consisting of Directors who
are not parties to such Proceeding may, and on request of any person seeking
indemnification or advance of expenses shall, determine (i) in the case of
indemnification, whether the standards under applicable law have been met, and
(ii) in the case of advance of expenses prior to a change of control of the
Corporation as set forth below, whether such advance is appropriate under the
circumstances, provided that each such determination shall be made by
independent legal counsel if such quorum is not obtainable, or, even if
obtainable, a majority vote of a quorum of disinterested Directors so directs;
and provided further that, if there has been a change in control of the
Corporation between the time of the action or failure to act giving rise to the
claim for indemnification or advance of expenses and the time such claim is
made, at the option of the person seeking indemnification or advance of
expenses, the permissibility of indemnification shall be determined by
independent legal counsel and the advance of expenses shall be obligatory
subject to receipt of the undertaking in Section 2 hereof. The reasonable
expenses of any Director or Officer in prosecuting a successful claim for
indemnification, and the fees and expenses of any independent legal counsel
engaged to determine permissibility of indemnification or advance of expenses,
shall be borne by the Corporation. As used herein, a "change of control" of the
Corporation means (a) the acquisition by any person or entity, or two or more
such persons or entities acting in concert, of beneficial ownership (within the
meaning of Rule 13d-3, or any successor rule, of the Securities Exchange Act of
1934, as amended) of more than fifty percent (50%) of the outstanding voting
shares of the Corporation or (b) any change in one-third (1/3) or more of the
members of the Board of Directors unless such change was approved by a majority
of the Continuing Directors. The term "Continuing Directors" means the Directors
existing on July 27, 1995 or any person who subsequently becomes a Director if
such person's nomination for election or election to the Board of Directors is
recommended or approved by the Continuing Directors.
SECTION 4: Contractual Obligation. The obligations of the Corporation to
indemnify a Director or Officer under this Article IV, including, if applicable,
the duty to advance expenses, shall be considered a contract between the
Corporation and such Director or Officer, and no modification or repeal of any
provision of this Article IV shall affect, to the detriment of the Director or
Officer, such obligations of the Corporation in connection with a claim based on
any act or failure to act occurring before such modification or repeal.
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SECTION 5: Indemnification Not Exclusive; Inuring of Benefit. The
indemnification and advancement of expenses provided by this Article IV shall
not be deemed exclusive of any other right to which one indemnified may be
entitled under any statute, agreement, vote of shareholders or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall inure to the benefit of the heirs,
legal representatives and estate of any such person.
SECTION 6: Insurance and Other Indemnification. The Board of Directors shall
have the power to (a) authorize the Corporation to purchase and maintain, at the
Corporation's expense, insurance on behalf of the Corporation and on behalf of
others to the extent that power to do so has not been prohibited by statute, (b)
create any fund of any nature, whether or not under the control of a trustee, or
otherwise secure any of its indemnification obligations, and (c) give other
indemnification to the extent permitted by statute.
ARTICLE V
Capital Stock
SECTION 1: Share Certificates. Every shareholder of record shall be entitled to
a share certificate representing the shares held by him. Every share certificate
shall bear the corporate seal (which may be a facsimile) and the signature of
the President or a Vice President and the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer of the Corporation. Where a certificate
is signed by a transfer agent or registrar the signature of any corporate
officer may be a facsimile.
SECTION 2: Transfers. Transfers of share certificates and the shares represented
thereby shall be made on the books of the Corporation only by the registered
holder or by duly authorized attorney. Transfers shall be made only on surrender
of the share certificate or certificates.
ARTICLE VI
Record Dates
SECTION 1: Record Dates. Subject to the requirements of law and to the
provisions of the Articles of Incorporation, the Board of Directors may fix a
time in the future not exceeding, except in the case of an adjourned meeting,
ninety (90) days preceding the date of any meeting of shareholders, or the date
fixed for the payment of any dividend or distribution, or for the allotment of
rights, or when any change or conversion or exchange of shares shall go into
effect or any consent of shareholders shall be obtained, as a record date for
the determination of the shareholders entitled to notice of or to vote at any
such meeting or entitled to receive any such dividend or distribution or any
such allotment of rights, or to exercise the rights in respect to any such
change, consent, conversion or exchange of shares, and in such case only
shareholders of record on the date so fixed shall be entitled to notice of or to
vote at such meeting or to receive
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such dividend, distribution or allotment of rights, or to exercise such rights
as the case may be, notwithstanding any transfer of any shares of stock on the
books of the Corporation after any record date fixed as aforesaid. The Board of
Directors, in their discretion, may close the books of the Corporation against
transfers of shares during the whole or any part of such period.
ARTICLE VII
Dividends
SECTION 1: Declaration of Dividends. Subject to the provisions of statute and
the Articles of Incorporation, dividends may be declared and paid as often at
such times as the Board of Directors may determine.
ARTICLE VIII
Sundry Provisions
SECTION 1: Seal. The seal of the Corporation shall be in such force and shall
bear such inscription as may be adopted by the Board of Directors. If deemed
advisable by the Board of Directors, a duplicate seal or duplicate by seals may
be provided and kept for the necessary purposes of the Corporation.
SECTION 2: Fiscal Year. The fiscal year of the Corporation shall commence on
January 1st of each year and end on December 31st of each year, unless otherwise
provided by the Board of Directors.
SECTION 3: Voting Stock of Other Corporations. Any stock in other corporations,
which may from time to time be held by this Corporation, may be represented and
voted at any meeting of shareholders of such other corporations or instructions
given to any nominee holding such stock, by the Chairman of the Board, the
President or Vice Presidents of the Corporation, or by proxy executed in the
name of this Corporation by its Chairman of the Board, Vice Chairman of the
Board, President or a Vice President, with the corporate seal affixed and
attested by the Secretary or an Assistant Secretary.
ARTICLE IX
Amendments
SECTION 1: Amendments. Except as otherwise provided by law, these By-Laws may be
amended at any meeting of the Board of Directors at which a quorum is present by
a majority
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vote of the Directors present, or they may be amended by a majority vote at any
meeting of shareholders entitled to vote thereon, provided, in either case,
notice of the proposed amendment was included in the notice of the meeting
(unless, in the case of amendment at a meeting of the Board of Directors, such
notice is waived by a majority vote of the Directors present).
ARTICLE X
Certain Matters Relating to
Pennsylvania Act No. 36 of 1990
SECTION 1: Section 511. Subsections (d) through (f) of Section 511, Standard of
Care and Justifiable Reliance, of the Pennsylvania Associations Code, as
amended, shall not be applicable to the Corporation.
SECTION 2: Section 1721. Subsections (e) through (g) of Section 1721, Board of
Directors, of Pennsylvania Associations Code, as amended, shall not be
applicable to the Corporation.
SECTION 3: Subchapter G, Chapter 25. Subchapter G, Control-Share Acquisitions,
of Chapter 25 of the Pennsylvania Associations Code, as amended, shall not be
applicable to the Corporation.
SECTION 4: Subchapter H, Chapter 25. Subchapter H, Disgorgement by Certain
Controlling Shareholders Following Attempts to Acquire Control, of Chapter 25 of
the Pennsylvania Associations Code, as amended, shall not be applicable to the
Corporation.
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