EXHIBIT 3(B)
Introductory Note
Re: The By-Laws of
Bryn Mawr Bank Corporation
The By-Laws were initially adopted on September 11, 1986 and amended from
time to time thereafter. On April 21, 1987, at the Corporation's duly called
1987 Shareholder's Meeting, Article III, Sections 3.14, 3.15 and 3.16 and
Article VIII, Section 8.01, were approved and ratified by the Corporation's
shareholders effective as of January 27, 1987. On July 20, 1990, the
Corporation's Board of Directors amended the Corporation's By-Laws by adding a
new Article XII which was approved and ratified by the Corporation's
shareholders at the Corporation's duly called 1991 Shareholders Meeting. On
February 20, 1998, the Corporation's Board of Directors amended Article III,
Section 3.01 of the Corporation's By-Laws which was approved and ratified by the
Corporation's shareholders at the Corporation's duly called 1998 Shareholders
Meeting. The By-Laws, as amended, are presented on the following pages 1 through
14.
Page 1 of 1
BRYN MAWR BANK CORPORATION
BY-LAWS
AMENDED AND RESTATED
AS OF JANUARY 20, 2000
ARTICLE I
OFFICES
Section 1.01. Registered Office. The location and post office address of
the registered office of the Corporation in Pennsylvania shall be as specified
in the Articles of Incorporation.
Section 1.02. Other Offices. The corporation may also have offices at such
other places as the Board of Directors may from time to time appoint or the
business of the Corporation may require.
ARTICLE II
SHAREHOLDERS
Section 2.01. Place of Meetings. All meetings of the shareholders shall be
held at such place, within or without the Commonwealth of Pennsylvania, as may
be designated from time to time by the Board of Directors and as stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
Section 2.02. Annual Meetings. An annual meeting of the shareholders,
commencing with the year 1987, shall be held in each calendar year within five
months after the end of the fiscal year of the Corporation, on such day and at
such time and place as the Board of Directors shall fix, at which the
shareholders shall elect directors and transact such other business as may
properly be brought before the meeting.
Section 2.03. Special Meetings. Special meetings of the shareholders, for
any proper purpose or purposes, unless otherwise prescribed by law, may be
called at any time by a majority of the Board of Directors, or by the
shareholders entitled to cast at least one-fifth of the votes which all the
shareholders are entitled to cast, 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 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 more than sixty days after receipt of the request, as the Secretary
may fix. Business transacted at all special meetings of the shareholders shall
be limited to the purposes stated in the notice.
Section 2.04. Notice. Written notice of every meeting of the shareholders,
specifying the place, date and time and the general nature of the business of
the meeting, shall be given either personally or by mail or by telegram at least
five days
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prior to the meeting, unless a greater period of notice is required by law, to
each shareholder entitled to vote at the meeting.
Section 2.05. Shareholder List. The officer or agent of the Corporation
having charge of the Corporation's stock transfer books shall prepare, at least
five days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at each meeting, arranged in alphabetical order,
with the address and the number of shares held by each shareholder, which list
shall be kept on file at the Corporation's registered office and shall be
subject to inspection by any shareholder for any proper purpose at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of each meeting of the shareholders and shall be subject to
inspection by any shareholder at all times during the meeting.
Section 2.06. Quorum.
(a) At all meetings of the shareholders a quorum shall consist of a
majority of the total number of shares outstanding and entitled to vote,
represented in person or by proxy, unless otherwise provided by law. If a
majority of the shares are not represented at any meeting, the shareholders
present may adjourn the meeting to any subsequent time or day without notice to
the shareholders other than by announcement at the meeting.
(b) When a quorum is present or represented at any shareholders
meeting, the vote of the holders of a majority of the shares having voting
powers, 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 applicable law or of the Corporation's Articles of Incorporation or
of these By-Laws, a different vote is required, in which case such express
provision shall govern and control the decision of such question.
Section 2.07. Voting.
(a) All persons holding and owning stock of the Corporation as of
the record date, either in their own right or as trustee or as the legal
representative of shareholders shall have the right to attend and vote at all
meetings of the shareholders, and shall have as many votes as the number of
shares held or represented by them respectively, but no person shall be
permitted at any such meeting to act as the proxy or attorney of any shareholder
without a power of attorney therefor duly executed and presented.
(b) For election of directors and amendments to these By-Laws,
there shall be a ballot vote and all other voting need not be by ballot except
by demand of a majority of shareholders entitled to vote in person or by proxy
or as determined by the Chairman of the meeting before the voting begins. When a
quorum is present or represented at any meeting, the vote of the holders of a
majority of the shares having voting powers and present in person or represented
by proxy, or by an apparent majority in case of a viva voce, shall decide any
question brought before such meeting, unless the question is one upon which, by
express provision of applicable law, or of the Corporation's Articles of
Incorporation or these By-Laws, a different vote is required, in
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which case such express provision shall govern and control the decision of such
question.
Section 2.08. Proxies.
(a) Shareholders may vote by a proxy authorized in writing. All
proxies must be filed with the Secretary before the start of voting.
(b) The Board of Directors shall select proxies for annual and
special meetings of the shareholders on or before the record date for the
meeting. If any proxy so selected shall be unwilling or unable to act, the Board
of Directors may designate one or more successors.
Section 2.09. Shareholders Election of Directors. In elections of directors
each shareholder shall be entitled to one vote for each share of stock for each
director to be elected.
Section 2.10. Cumulative Voting Not Authorized. As specified in the
Corporation's Articles of Incorporation, cumulative voting by the shareholders
shall not be permitted.
Section 2.11 Record Dates. The Board of Directors may fix a date for the
determination of the shareholders entitled to receive notice of and to vote at
any meeting, provided however, that the date thus fixed shall not be less than
twelve or more than fifty days prior to the day on which the meeting will be
held.
Section 2.12. Shareholder Requests for Inclusion of Matters in Proxy
Material. Each shareholder request to include matters in the Corporation's proxy
material for a meeting shall be handled in accordance with applicable law.
Shareholder requests to include matters in the proxy material for the annual
meeting must be submitted, in the form required by law, in writing at least one
hundred twenty days before the annual meeting for which the proxy material is
prepared.
Section 2.13. Judges of Election. All elections of directors by the
shareholders shall be conducted by three judges, who need not be shareholders,
appointed for that purpose. Such judges shall be sworn and shall certify the
result of the election. The judges shall be appointed by the Board of Directors,
and in case of the failure of any of the judges to act, substitutes may be
appointed by the Chairman of the meeting.
Section 2.14. Shareholders Meeting Procedures. At meetings of the
shareholders, the Chairman of the meeting shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as are
necessary or desirable for the proper conduct of the meeting, including, without
limitation, the establishment of procedures for voting, the maintenance of order
and safety, and limitations on the time allocated to questions or comments on
the affairs of the Corporation.
Section 2.15. Chairman of the Meeting. The Chairman of all meetings of the
shareholders, unless otherwise designated by the Board of Directors, shall be
the Chief Executive Officer of the Corporation.
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ARTICLE III
DIRECTORS
Section 3.01. Number and Election. The business of the Corporation shall be
managed by a Board of Directors of not less than eight nor more than thirteen
persons, as fixed from time to time by the Board of Directors of the
Corporation. Directors shall be elected by a majority vote of the shares
represented by the holders thereof present either in person or by proxy at the
meeting at which the election takes place. The Directors of the Corporation
shall be divided into four classes: Class I, Class II, Class III and Class IV.
Each class shall be as nearly equal in number as possible. Except for the
initial Board of Directors, the term of office of each class shall be four
years; provided, however, that the term of office of the additional Class III
Director shall expire at the annual meeting of shareholders of the Corporation
in 2001. At each annual meeting of shareholders of the Corporation held during
and after 1998, the directors chosen to succeed those whose terms then expire
shall be identified as being of the same class the directors they succeed. A
director must be a shareholder of the Corporation. If a vacancy occurs on the
Board of Directors of the Corporation after the first annual election of a
director for the class in which such director sits, a majority of the remaining
directors shall have the exclusive power to fill the vacancy by electing a
director to hold office until the next annual meeting of shareholders.
Section 3.02. Increase In Number of Directors by Board of Directors. The
Board of Directors, by a vote of a majority of the full Board, may increase the
number of directors in any class for the term ending at the next annual meeting;
provided that the total number of directors shall not be more than the maximum
provided in Section 3.01 of these By-Laws.
Section 3.03. Shareholding and Eligibility Requirements of Directors. Each
director must be the holder of at least 100 shares of the Corporation's stock in
the directors own right in order to be qualified to act as a director. Any
director shall cease to act when no longer holding said number of shares, which
fact shall be reported to the Board of Directors by the Secretary, in which
event the Board of Directors shall declare the seat of such director vacated.
Section 3.04. Vacancies in Board of Directors.
(a) Vacancies in the Board of Directors or in nominees for election
to membership on the Board of Directors occurring before the record date
preceding the annual meeting, may be filled by the majority of remaining members
of the Board even though less than a quorum. Each person elected to such vacancy
shall be a director until the next annual meeting of the shareholders, at which
time a director shall be elected by the shareholders to fill the unexpired term,
except as provided in subsection (b) of this Section 3.04.
(b) Vacancies in the Board of Directors or in nominees for election
to membership on the Board of Directors occurring on or after the record date
preceding the annual meeting, may also be filled by a majority of the remaining
members
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of the Board even though less than a quorum. However, because of the time
requirements relating to the preparation of proxy materials, the term of any
person filling such vacancy shall continue until a successor is duly chosen and
qualified, when it shall terminate. The foregoing provisions shall apply
regardless of the length of the term of the office of the director in which the
vacancy occurred.
(c) The Board of Directors shall be the sole judge as to when a
vacancy in the Board has occurred, and such a determination shall be made by
vote of a majority of the entire Board. Continued unexcused absence for six
months, conviction of a felony, adjudication of incompetence, and such other
grounds as are set forth in these By-Laws and in the Pennsylvania Business
Corporation Law, as amended, shall also create a vacancy on the Board.
Section 3.05. Location of Meetings. The Board of Directors may hold
meetings, both regular and special, either within or without the Commonwealth of
Pennsylvania.
Section 3.06. Organization Meeting. The organiza-tion meeting of the Board
of Directors shall be held immediately following the annual meeting of
shareholders at which directors are elected. No notice of such meeting shall be
necessary. At such organization meeting, the Board of Directors shall organize
itself and elect the officers of the Corporation for the ensuing year and may
transact any other business that properly comes before it.
Section 3.07. Regular Meetings. Regular meetings of the Board of Directors
shall be held at least quarterly, at a time and place designated by the
directors, on five days notice given to each director either personally, by
mail, by telephone, or by telegram.
Section 3.08. Special Meetings. Special meetings of the Board of Directors
may be called by the Chief Executive Officer of the Corporation on two days'
notice to each director, given either personally, by mail, by telephone, or by
telegram. Special meetings shall be called by the Chief Executive Officer in
like manner and on like notice on the written request of three directors.
Section 3.09. Quorum. At all meetings of the Board of Directors a majority
of the directors in office shall constitute a quorum for the transaction of
business, and the acts of a majority of the directors at a meeting at which a
quorum is present shall be the acts of the Board of Directors. If a quorum shall
not be present at any meeting of directors, the directors present there may
adjourn the meeting from time to time, without notice other than by announcement
at the meeting, until a quorum shall be present.
Section 3.10. Participation in Meetings via Communications Equipment.
One or more directors may participate in a meeting of the Board of Directors (or
a committee thereof) by means of conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other. A director participating in a meeting by such a means shall be
deemed to be present in person at the meeting for all
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purposes, including, without limitation, for purposes of determining whether a
quorum is present at the meeting and for voting on any matters before the
meeting.
Section 3.11. Informal Action. Any action which may be taken at a meeting
by the Board of Directors or by the members of any committee of the Board may be
taken without a meeting, if a consent or consents in writing setting forth the
action so taken shall be signed by all the directors or all of the members of
the committee, as the case may be, and shall be filed with the Secretary of the
Corporation.
Section 3.12. Committees. The Board of Directors may, by resolution adopted
by a majority of the whole Board of Directors, designate one or more committees.
The Board of Directors shall specify the size of each committee and shall
specify the criteria for a quorum of each committee. The Chief Executive Officer
may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the committee.
Any such committee, to the extent provided by resolution of the Board of
Directors, shall have and exercise the authority of the Board of Directors in
the management of the business and affairs of the Corporation. Vacancies in the
membership of any committee shall be filled by the Board of Directors at a
regular or special meeting of the Board of Directors. Each committee shall keep
regular minutes of its proceedings and report the same to the Board of
Directors.
Section 3.13. Compensation. The Board of Directors shall fix from time to
time the compensation payable to a director for service as a director.
Section 3.14. Duty of Director to Corporation.
(a) A director of the Corporation shall stand in a fiduciary
relation to the Corporation and shall perform his duties as a director,
including his duties as a member of any committee of the Board of Directors upon
which he may serve, in good faith, in a manner he 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 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 believes to be within the professional or
expert competence of such person.
3. A committee of the Board, upon which the director does not
serve, duly designated in accordance with law, as to matters within
its designated authority, which committee the director reasonably
believes to merit confidence.
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A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause his 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 interests 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) of this Section 3.14.
(c) Absent a 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 interests of the Corporation.
Section 3.15. Limitations of Personal Liability of a Director. A director
of this Corporation shall not be personally liable for monetary damages as such
for any action taken, or for any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of
his office under the provisions of Section 3.14 (relating to
standard of care and justifiable reliance); and
(2) the breach or failure to perform the duties of the director's
offices constitutes self-dealing, willful misconduct or
recklessness.
The provisions of this Section 3.15 shall not apply to (i) the
responsibility of liability of a director pursuant to any criminal statute, or
(ii) the liability of a director for payment of taxes pursuant to local, State
or Federal law. The provisions of this Section 3.15 shall be effective January
27, 1987, but shall not apply to any action filed prior to that date nor to any
breach of performance of duty or any failure of any performance of duty by a
director occurring prior that date.
Section 3.16. Shareholder Approval Required to Amend Sections 3.14 and
3.15. Notwithstanding any other provisions of these By-Laws, the approval by the
shareholders shall be required to amend, alter, change, repeal or adopt any
provision as part of these By-Laws which is inconsistent with the purpose or
intent of Sections 3.14 and 3.15 of this Article III.
ARTICLE IV
OFFICERS
Section 4.01. Corporation Officers. The officers of the Corporation shall
be chosen by the Board of Directors and shall include a President, Vice
President, Treasurer and Secretary and one person shall not hold more than one
of these offices. The Board of Directors may choose such other officers as the
Board may from time to time deem advisable in the best interests of the
Corporation. All officers shall be elected by the Board of
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Directors and shall serve at the pleasure of the Board as circumstances will
permit.
Section 4.02. The President. Unless otherwise designated by the Board of
Directors, the President shall serve as the Corporation's Chief Executive
Officer; shall preside at the meetings of the Board of Directors; shall have
general supervision of all the departments and business of the Corporation;
shall prescribe the duties of the other officers and employees of the
Corporation and see to the proper performance thereof; and shall perform all the
acts incident to that office or prescribed by the Board.
Section 4.03. The Vice Presidents. The Vice Presidents shall perform such
duties and do such acts as may be prescribed by the Board of Directors or the
Chief Executive Officer.
Section 4.04. The Treasurer. The Treasurer shall receive and take charge of
all money, securities, and evidences of indebtedness belonging to or coming into
the Corporation. The Treasurer shall see that proper accounts are kept and that
proper reports are made to the Board of Directors, other officers, and other
persons or authorities entitled thereto. The Treasurer shall deposit such of the
funds of the Corporation as are to be deposited in such other institution or
institutions as are authorized by law to receive the same and as may be
designated as a depository for such funds by the Board of Directors. The
Treasurer shall also perform such other duties as are incident to the office of
the Treasurer and the duties from time to time as prescribed by the Board of
Directors or the Chief Executive Officer.
Section 4.05. The Secretary. The Secretary shall act under the direction of
the Chief Executive Officer; shall attend the meetings of the Board of Directors
and shareholders and keep the minutes thereof; shall have charge of the records
and papers of the Corporation; shall take charge of and affix the seal of the
Corporation to such documents as may require attestation; shall issue notices
for meetings for which notices are required; and shall perform the duties
incident to the office of the Secretary and the duties from time to time as
prescribed by the Board of Directors or the Chief Executive Officer.
Section 4.06. Election of Officers. The Board of Directors, at its
organization meeting held immediately after each annual meeting of shareholders,
shall elect a Chief Executive Officer, who may be the President, a President, a
Vice President, a Treasurer and a Secretary, and such other officers as are
deemed necessary.
Section 4.07. Salaries. The salary and other compensation of the Chief
Executive Officer of the Corporation shall be fixed by the Board of Directors.
The Chief Executive Officer shall recommend the salaries and other compensation
of all other officers, agents, and employees of the Corporation, subject to
approval by the Board of Directors.
Section 4.08. Terms of Office. The officers of the Corporation will hold
office until their successors are chosen and qualify, unless removed. Any
officer elected or appointed by the Board of Directors may be removed at any
time by the Chief
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Executive Officer or by the affirmative vote of a majority of the whole Board.
Any vacancy occurring in any office of the Corporation may be filled by the
Board of Directors.
ARTICLE V
SHARES OF CAPITAL STOCK
Section 5.01. Right to Certificate. Each shareholder of record of fully
paid stock shall be entitled to a share certificate representing the shares
owned by the shareholder.
Section 5.02. Form of Certificate. Share certificates shall be in such form
as may be required by law and prescribed by the Board of Directors. Each share
certificate shall show the name of the registered holder, 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. Each share
certificate shall be signed, with an actual or facsimile signature, by the
Chairman, if any, or by the President or a Vice President, and by the Secretary
or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall
be sealed with the corporate seal, which may be a facsimile, either engraved or
printed. Where a certificate is signed by a transfer agent or a registrar, the
signature of any such corporate officer may be a facsimile, engraved or printed.
If any officer whose signature appears on such certificate shall cease to be
such officer of the Corporation for any reason, such certificate may
nevertheless be adopted by the Corporation and be issued and delivered with the
same effect as though the person had not ceased to be such officer of the
Corporation.
Section 5.03. Registered Shareholders. The Corporation shall be entitled to
treat the registered holder of any share as the absolute owner 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 whether or not it shall
have express or other notice thereof.
Section 5.04. Transfer of Stock. Transfer of stock shall be made only on
the books of the Corporation, by the Treasurer or other authorized officer or
agent of the Corporation, either by the shareholder, or the shareholder's duly
authorized attorney in fact, and evidence of authority to make such transfer
shall be produced to the Corporation or to the Corporation's duly designated
agent. In cases of transfers by executors, administrators, guardians, or other
legal representatives, duly authenticated evidence of their authority shall also
be produced to the Corporation, which may require that such evidence be
deposited and remain with the Corporation.
Section 5.05. Replacement of Stock Certificates. New certificates for
shares of stock may be issued to replace certificates lost, stolen, destroyed or
mutilated upon such terms and conditions as the Board of Directors of the
Corporation from time to time may determine.
ARTICLE VI
DIVIDENDS
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Section 6.01. Declaration of Dividends. The Board of Directors may declare,
subject to the limitations prescribed by law, a dividend on the shares of the
Corporation as shall appear advisable to the Board, making the same payable at a
time in their discretion.
ARTICLE VII
SURETYSHIP BY CORPORATION AND ITS OFFICERS AND EMPLOYEES
Section 7.01. Surety. The Corporation may become sole surety in any case
when by law one or more sureties may be required for the faithful performance of
any trust or office and may demand the deposit of any securities or property as
may in the opinion of the Chief Executive Officer and Board of Directors be
sufficient to protect the Corporation for becoming such surety. The officers and
employees of the Corporation may be required to give bond with approved sureties
in such sum as the Board of Directors may determine.
ARTICLE VIII
INDEMNIFICATION AND INSURANCE
Section 8.01. Indemnification of Directors, Officers, Employees and Agents.
(a) The Corporation shall indemnify any director or officer, and may
indemnify any other employee or agent, who was or is a party to, or is
threatened to be made a party to or who is called as a witness in connection
with any threatened, pending, or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, including an action by or in
the right of the Corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation, or is or was servicing at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amount paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding unless 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. The discretionary authority granted by this subsection (a)
shall be exercised by the Board of Directors.
(b) The Corporation shall pay expenses incurred by a director or
officer, and may pay expenses incurred by any other employee or agent, in
defending a civil or criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation. The
discretionary authority granted by this subsection (b) shall be exercised by the
Board of Directors.
(c) The indemnification and advancement of expenses provided by or
granted pursuant to this Section 8.01 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under
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any By-Law, agreement, contract, vote of shareholders or directors or pursuant
to the direction, howsoever embodied, of any court of competent jurisdiction or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. It is the policy of the Corporation
that indemnification of, and advancement of expenses to, directors and officers
of the Corporation shall be made to the fullest extent permitted by law,
including, without limitation, the law of Pennsylvania. To this end, the
provisions of this Section 8.01 shall be deemed to have been amended for the
benefit of directors and officers of the Corporation, effective immediately upon
any modification of the Business Corporation Law of the Commonwealth of
Pennsylvania (the "Business Corporation Law") or the Directors' Liability Act of
the Commonwealth of Pennsylvania (the "Directors' Liability Act") or any other
applicable law which expands or enlarges the power or obligation of corporations
organized under the Business Corporation Law or subject to the Directors'
Liability Act to indemnify, or advance expenses to directors and officers of the
Corporation.
(d) The indemnification and advancement of expenses provided by, or
granted pursuant to this Section 8.01 shall, unless otherwise provided when
authorized or ratified, continue to a person who has ceased to be a director,
officer, employee or agent of the Corporation and shall inure to the benefit of
the heirs, executors and administrators of such person.
(e) The Corporation shall have the authority to 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 these By-Laws or otherwise. This authority shall include, without
limitation, the authority to (i) deposit funds in trust or in escrow, (ii)
establish any form of self-insurance, (iii) secure its indemnity obligation by
grant of a security interest, mortgage or other lien on the assets of the
Corporation, or (iv) establish a letter of credit, guaranty or surety agreement
for the benefit of any persons in connection with the anticipated
indemnification or advancement of expenses contemplated of this Section 8.01.
The provisions of this Section 8.01 shall not be deemed to preclude the
indemnification of, or advancement of expenses to, any person who is not
specified in this Section 8.01, but whom this Corporation has the power or
obligation to indemnify, or to advance expenses for, under the provisions of the
Business Corporation Law or the Directors' Liability Act or otherwise. The
authority granted by this subsection (e) shall be exercised by the Board of
Directors of the Corporation.
(f) Notwithstanding any other provision of these By-Laws, any
amendment, alteration, change, repeal or adoption of any provision of these
By-Laws, which diminishes, impairs or otherwise adversely affects any right of
indemnification or advancement of expenses under this Section 8.01, shall be
effective only with regard to claims of right of indemnification or advancement
of expenses arising from transactions, acts or omissions occurring on or after
the effective date of such amendment, alteration, change, repeal or adoption and
shall not diminish, impair or otherwise adversely affect any claims of right of
indemnification or advancement of expenses arising from transactions, acts or
omissions occurring prior to the effective date of such amendment, alteration,
change, repeal or adoption.
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(g) Each person who is a director of officer, and when authorized by
the Board of Directors, each employee and agent of the Corporation shall be
deemed to be acting in reliance upon the rights of indemnification provided by
this Section 8.01. All rights to indemnification under this Section 8.01 shall
be deemed a contract between the Corporation and person or entity indemnified
pursuant to which the Corporation and each person intend to be legally bound.
(h) Notwithstanding any other provision of this Section 8.01, the
Corporation shall not indemnify under this Section a director, officer, employee
or agent for any liability incurred in a proceeding initialed (which shall not
be deemed to include counter-claims or affirmative defenses) or participated in
as an intervenor or amicus curiae by the person seeking indemnification, unless
such initiation of or participation in the proceeding is authorized, either
before or after its commencement, by the affirmative vote of a majority of the
directors in office. This subsection (h) does not apply to reimbursement of
expenses incurred in successfully prosecuting or defending the rights of an
indemnified person granted by or pursuant to this Section 8.01.
(i) The provisions of this Section 8.01 have been adopted by the
shareholders of the Corporation and are intended to constitute By-Laws
authorized by Section 410F of the Business Corporation Law and the Directors'
Liability Act.
Section 8.02. Insurance. The Board of Directors may authorize, by vote of a
majority of the whole Board of Directors, the Corporation 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 director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against that person and incurred by that person in any such capacity,
or arising out of that person's status as such, whether or not the Corporation
would have the power to indemnify such liability under the provisions of this
Article VIII.
ARTICLE IX
GENERAL PROVISIONS
Section 9.01. Corporate Seal. The Board of Directors shall prescribe the
form of a suitable corporate seal, which shall contain the full name of the
Corporation and the year and state of incorporation.
Section 9.02. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
Section 9.03. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 9.04. Waiver of Notice. Whenever any notice is required to be given
under the provisions of the law, the Articles
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of Incorporation or these By-Laws, a waiver of notice signed by the person or
persons entitled to said notice, whether before or after the time stated in the
notice, shall be deemed equivalent to the giving of such notice. Attendance of a
person, either in person or by proxy, at any meeting shall constitute a waiver
of notice of such meeting.
ARTICLE X
EMERGENCIES
Section 10.01. Emergencies. In the event of any emergency declared by the
Federal or the State governmental authorities as the result of a regional or
national disaster of such severity as to prevent the normal conduct and
management of the affairs of the Corporation by its directors and officers as
contemplated by these By-Laws, any three available directors shall constitute an
Executive Committee with the full power and authority of the Board of Directors
until such time as a duly elected Board of Directors can again assume full
responsibility for the operation and control of the Corporation.
ARTICLE XI
AMENDMENTS
Section 11.01. Amendments.
(a) These By-Laws may be amended at any regular meeting of the
shareholders or at any special meeting called for that purpose, by the vote of
not less than a majority of the outstanding shares of capital stock of the
Corporation entitled to vote, provided notice of the proposed amendments or the
substance thereof shall have been sent to the shareholders at least ten days
before the meeting.
(b) Subject to the limitation hereinafter set forth, these By-Laws
may also be amended at any regular or special meeting of the Board of Directors
provided written notice that the proposed amendment would be presented for
action shall have been given in writing to each director at least five days
before the meeting. The Board of Directors shall not have the power (i) to amend
these By-Laws so as to change the qualifications required or the classification
or the term of office of a director; or (ii) to amend these By-Laws within
thirty days prior to an annual meeting of shareholders. Any amendment to the
By-Laws adopted by the Board of Directors shall be presented to the shareholders
for ratification at the first meeting of shareholders after the adoption of the
amendment by the Board of Directors. If any amendment to the By-Laws adopted by
the Board of Directors shall not be ratified at such meeting (1) the amendment
shall have no force and effect after such meeting and (2) any amendment which
shall not have been ratified by the shareholders, may not be adopted by the
Board of Directors again within two years after the date of such meeting. Notice
of the fact that an amendment to the By-Laws adopted by the Board of Directors
will be presented for ratification and the substance of such amendment shall be
given to the share-holders in writing at least ten days before the date of the
meeting.
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ARTICLE XII
OPTING-OUT OF THE PENNSYLVANIA ANTI-TAKEOVER
LAW - ACT 36 OF THE 1990 PENNSYLVANIA LEGISLATURE
Section 12.01. Opting-Out of Certain Provisions Concerning the
Corporation's Board of Directors. The Corporation hereby explicitly opts-out of
the provisions of (i) subsections (d) through (f) of Section 511 Standard of
care and justifiable reliance Part II, Subpart A, Chapter 5, Subchapter B, and
(ii) subsections (e) through (g) of Section 1721 Board of Directors Part II,
Subpart B, Article B, Chapter 17, Subchapter B, of the Pennsylvania Business
Corporation Law of 1988, as amended by Act 36 of the 1990 Pennsylvania
Legislature.
Section 12.02. Opting-Out of Control-Share Acquisition Provisions. The
Corporation hereby explicitly opts-out of the provisions of Part II, Subpart B,
Article C, Chapter 25, Subchapter G, Control-share Acquisitions, of the
Pennsylvania Business Corporation Law of 1988, as amended by Act 36 of the 1990
Pennsylvania Legislature.
Section 12.03. Opting-Out of Disgorgement by Certain Controlling
Shareholders. The Corporation hereby explicitly opts-out of the provisions of
Part II, Subpart B, Article C, Chapter 25, Subchapter H, Disgorgement by Certain
Controlling Shareholders Following Attempts to Acquire Control, of the
Pennsylvania Business Corporation Law of 1988, as amended by Act 36 of the 1990
Pennsylvania Legislature.
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