<Page>
Exhibit 3.26
BY-LAWS
OF
CASELLA WASTE MANAGEMENT OF PENNSYLVANIA, INC.
(a Pennsylvania corporation)
Adopted January 17, 1997
<Page>
INDEX TO BY-LAWS
<Table>
<Caption>
SECTION PAGE
- ------- ----
ARTICLE I
SHAREHOLDERS
1.01 Annual Meetings............................................... 1
1.02 Special Meetings.............................................. 1
1.03 Organization.................................................. 2
1.04 Unanimous Consent of Shareholders in Lieu of Meeting.......... 2
ARTICLE II
DIRECTORS
2.01 Number, Election and Term of Office........................... 2
2.02 Regular Meetings; Notice...................................... 2
2.03 Annual Meeting of the Board................................... 3
2.04 Special Meetings; Notice...................................... 3
2.05 Organization.................................................. 3
2.06 Presumption of Assent......................................... 4
2.07 Catastrophe................................................... 4
2.08 Resignations.................................................. 4
2.09 Committees.................................................... 4
2.10 Vacancies..................................................... 5
2.11 Personal Liability of Directors............................... 6
2.12 Indemnification of, and Advancement of Expenses to,
Directors, Officers and Others.............................. 6
ARTICLE III
OFFICERS AND EMPLOYEES
3.01 Executive Officers............................................ 9
3.02 Additional Officers; Other Agents and Employees............... 10
3.03 The Chairman.................................................. 10
3.04 The President................................................. 10
3.05 The Vice Presidents........................................... 10
3.06 The Secretary and Assistant Secretaries....................... 11
3.07 The Treasurer and Assistant Treasurers........................ 11
3.08 Vacancies..................................................... 12
3.09 Delegation of Duties.......................................... 12
ARTICLE IV
SHARES OF CAPITAL STOCK
4.01 Share Certificates ........................................... 13
4.02 Transfer of Shares............................................ 13
4.03 Lost, Stolen, Destroyed or Mutilated Certificates............. 13
4.04 Regulations Relating to Shares................................ 13
4.05 Holders of Record............................................. 14
</Table>
-i-
<Page>
<Table>
ARTICLE V
MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS
5.01 Execution of Notes, Checks, Contracts and Other Instruments... 14
5.02 Voting Securities Owned by Corporation........................ 14
ARTICLE VI
GENERAL PROVISIONS
6.01 Offices....................................................... 15
6.02 Corporate Seal................................................ 15
6.03 Fiscal Year................................................... 15
ARTICLE VII
AMENDMENTS
7.01 Amendments.................................................... 15
</Table>
-ii-
<Page>
CASELLA WASTE MANAGEMENT OF PENNSYLVANIA, INC.
BY-LAWS
ARTICLE I
SHAREHOLDERS
SECTION 1.01. ANNUAL MEETINGS. Annual meetings of the shareholders shall be
held at 10:00 A.M., on the 15th day of July in each year if not a legal holiday,
and if a legal holiday, then on the next succeeding day which is not a legal
holiday, at the principal business office of the Corporation, or at such other
date, time and place as may be fixed by the Board of Directors. Written notice
of the annual meeting shall be given at least five days prior to the meeting to
each shareholder of record entitled to vote thereat, except as otherwise
required by law. Any business may be transacted at the annual meeting regardless
of whether the notice calling such meeting contains a reference thereto, except
as otherwise required by law.
SECTION 1.02. SPECIAL MEETINGS. Special meetings of the shareholders may be
called at any time, for the purpose or purposes set forth in the call, by the
President, the Board of Directors or the holders of at least one-fifth of all
the shares entitled to vote thereat, by delivering a written request to the
Secretary. Special meetings shall be held at the principal business office of
the Corporation, or at such other place as may be fixed by the Board of
Directors. The Secretary shall thereupon fix the time and date of such special
meeting, which shall be held not more than sixty days after the receipt of such
request, and shall give due notice thereof. Written notice of each special
meeting shall be given at least five days prior to the meeting to each
shareholder entitled to vote thereat, except as otherwise required by law. Such
notice shall specify the general nature of the business to be transacted at such
special meeting, and no other business may be transacted at such special
meeting.
<Page>
SECTION 1.03. ORGANIZATION. The Chairman of the Board, if one has been
elected and is present, or if not, the President, or in his absence the Vice
President having the greatest seniority, shall preside, and the Secretary, or in
his absence any Assistant Secretary, shall take the minutes, at all meetings of
the shareholders.
SECTION 1.04. UNANIMOUS CONSENT OF SHAREHOLDERS IN LIEU OF MEETING. Any
action required or permitted to be taken at a meeting of the shareholders or of
a class of shareholders may be taken without a meeting if, prior or subsequent
to the action, a consent or consents thereto by all of the shareholders who
would be entitled to vote at a meeting for such purpose shall be filed with the
Secretary of the Corporation.
ARTICLE II
DIRECTORS
SECTION 2.01. NUMBER, ELECTION AND TERM OF OFFICE. The number of Directors
which shall constitute the full Board of Directors shall be fixed from time to
time by the Board of Directors. A full Board of Directors shall be elected at
each annual meeting of the shareholders. Each Director shall hold office from
the time of his election, but shall be responsible as a Director from such time
only if he consents to his election; otherwise from the time he accepts office
or attends his first meeting of the Board. Each Director shall serve until the
next annual meeting of the shareholders, and thereafter until his successor is
duly elected, or until his earlier death, resignation or removal.
SECTION 2.02. REGULAR MEETINGS; NOTICE. Regular meetings of the Board of
Directors shall be held at such time and place as shall be designated by the
Board of Directors from time to time. Notice of such regular meetings shall not
be required, except as otherwise expressly required herein or by law, and except
that whenever the time or place of regular meetings shall be initially fixed and
then
-2-
<Page>
changed, notice of such action shall be given promptly by telephone or otherwise
to each Director not participating in such action. Any business may be
transacted at any regular meeting.
SECTION 2.03. ANNUAL MEETING OF THE BOARD. A regular meeting of the Board
of Directors shall be held immediately after and at the same place as the annual
meeting of the shareholders. Such regular meeting shall be the annual
organization meeting at which the Board shall organize itself and elect the
executive officers of the Corporation for the ensuing year and may transact any
other business.
SECTION 2.04. SPECIAL MEETINGS; NOTICE. Special meetings of the Board of
Directors may be called at any time by the Board itself, or by the Chairman or
the President, or by at least one-fourth of the Directors, to be held at such
place and day and hour as shall be specified by the person or persons calling
the meeting. Notice of every special meeting of the Board of Directors shall be
given by the Secretary to each Director at least two days before the meeting.
Any business may be transacted at any special meeting regardless of whether the
notice calling such meeting contains a reference thereto, except as otherwise
required by law.
SECTION 2.05. ORGANIZATION. At all meetings of the Board of Directors, the
presence of at least a majority of the Directors in office shall be necessary
and sufficient to constitute a quorum for the transaction of business. If a
quorum is not present at any meeting, the meeting may be adjourned from time to
time by a majority of the Directors present until a quorum as aforesaid shall be
present, but notice of the time and place to which such meeting is adjourned
shall be given to any Directors not present either in writing or given
personally or by telephone at least eight hours prior to the hour of
reconvening. Resolutions of the Board shall be adopted, and any action of the
Board upon any matter shall be valid and effective, with the affirmative vote of
a majority of the Directors present at a meeting duly convened and at which a
quorum is present. The Chairman of the Board, if one has been elected and is
present, or if not, the President, if he is a Director and is present, or if
not, a Director designated
-3-
<Page>
by the Board, shall preside at each meeting of the Board. The Secretary, or in
his absence any Assistant Secretary, shall take the minutes at all meetings of
the Board of Directors. In the absence of the Secretary and an Assistant
Secretary, the presiding officer shall designate any person to take the minutes
of the meeting.
SECTION 2.06. PRESUMPTION OF ASSENT. Minutes of each meeting of the Board
shall be made available to each Director at or before the next succeeding
meeting. Each Director shall be presumed to have assented to such minutes unless
his objection thereto shall be made to the Secretary at or within two days after
such succeeding meeting.
SECTION 2.07. CATASTROPHE. Notwithstanding any other provisions of the
Pennsylvania Business Corporation Law of 1988 (the "BCL"), the Articles or these
By-Laws; if any emergency resulting from warlike damage or an attack on the
United States or any nuclear or atomic disaster, or any other national or local
disaster, causes a majority of the Board to be incapable of acting as such
because of death or other physical disability or difficulties of communication
or transportation, the other Director or Directors shall constitute a quorum for
the sole purpose of electing Directors to replace the Directors so incapable of
acting. The Directors so elected shall serve until such replaced Directors are
able to attend meetings of the Board or until the shareholders act to elect
Directors for such purpose. Questions as to the existence of such an emergency
or disaster or as to the fact of such incapacity shall be conclusively
determined by such other Director or Directors.
SECTION 2.08. RESIGNATIONS. Any Director may resign by submitting his
resignation to the Secretary. Such resignation shall become effective upon its
receipt by the Secretary or as otherwise specified therein.
SECTION 2.09. COMMITTEES. By resolution adopted by a majority of the whole
Board, standing or temporary committees, which may include an Executive
Committee, consisting of at least
-4-
<Page>
one Director may be appointed by the Board of Directors from time to time. Each
such committee shall have and exercise such authority of the Board of Directors
in the management of the business and affairs of the Corporation as the Board
may specify from time to time, which may include declaration of dividends,
authorization of the issuance and terms of sale of stock or debt securities,
fixing the relative rights and preferences of preferred stock or other
securities issued by the Corporation and any other action which the BCL provides
shall or may be taken by the Board of Directors; PROVIDED that a committee shall
not have any power or authority as to the following: (i) the submission to
shareholders of any action requiring approval of shareholders as described in
Section 1731 of the BCL, (ii) the creation or filling of vacancies in the Board
of Directors, (iii) the adoption, amendment or repeal of the By-Laws, (iv) the
amendment or repeal of any resolution of the Board of Directors that by its
terms is amendable or repealable only by the Board of Directors, and (v) action
on any matters committed by these By-Laws or resolution of the Board of
Directors to another committee of the Board of Directors. The Board may
designate one or more Directors as alternate members of any committee to replace
any absent or disqualified member at any meeting of the committee or for the
purpose of any written action by the Committee, and in the event of such absence
or disqualification, the member or members of such committee present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another Director to act at the
meeting in the place of any such absent or disqualified member. Any action taken
by any committee shall be subject to alteration or revocation by the Board of
Directors; provided, however, that third parties shall not be prejudiced by such
alteration or revocation.
SECTION 2.10. VACANCIES. Any vacancy that shall occur in the Board of
Directors by reason of death, resignation, removal, increase in the number of
Directors or any other cause whatever shall be filled by a majority of the then
members of the Board, whether or not a quorum, or by a sole remaining Director,
and each person so elected shall serve for the balance of the unexpired term.
-5-
<Page>
SECTION 2.11. PERSONAL LIABILITY OF DIRECTORS.
(a) ELIMINATION OF LIABILITY. To the fullest extent that the laws of the
Commonwealth of Pennsylvania, as now in effect or as hereafter amended, permit
elimination or limitation of the liability of directors, no Director of the
Corporation shall be personally liable for monetary damages as such for any
action taken, or any failure to take any action, as a Director.
(b) NATURE AND EXTENT OF RIGHTS. The provisions of this Section shall be
deemed to be a contract with each Director of the Corporation who serves as such
at any time while this Section is in effect and each such Director shall be
deemed to be so serving in reliance on the provisions of this Section. Any
amendment or repeal of this Section or adoption of any By-Law or provision of
the Articles of the Corporation which has the effect of increasing director
liability shall operate prospectively only and shall not have any effect with
respect to any action taken, or any failure to act, by a Director prior thereto.
SECTION 2.12. INDEMNIFICATION OF, AND ADVANCEMENT OF EXPENSES TO,
DIRECTORS, OFFICERS AND OTHERS.
(a) RIGHT TO INDEMNIFICATION. Except as prohibited by law, every director
and officer of the Corporation shall be entitled as of right to be indemnified
by the Corporation against expenses and any liabilities paid or incurred by such
person in connection with any actual or threatened claim, action, suit or
proceeding, civil, criminal, administrative, investigative or other, whether
brought by or in the right of the Corporation or otherwise, in which he or she
may be involved in any manner, as a party, witness or otherwise, or is
threatened to be made so involved, by reason of such person being or having been
a director or officer of the Corporation or of a subsidiary of the Corporation
or by reason of the fact that such person is or was serving at the request of
the Corporation as a director, officer, employee, fiduciary or other
representative of another company, partnership, joint venture, trust, employee
benefit plan or other entity (such claim, action, suit or proceeding hereinafter
being referred to as an "Action"); provided, that no such right of
indemnification shall exist with respect to an Action
-6-
<Page>
initiated by an indemnitee (as hereinafter defined) against the Corporation (an
"Indemnitee Action") except as provided in the last sentence of this Paragraph
(a). Persons who are not directors or officers of the Corporation may be
similarly indemnified in respect of service to the Corporation or to another
such entity at the request of the Corporation to the extent the Board of
Directors at any time denominates any of such persons as entitled to the
benefits of this Section. As used in this Section, "indemnitee" shall include
each director and officer of the Corporation and each other person denominated
by the Board of Directors as entitled to the benefits of this Section,
"expenses" shall mean all expenses actually and reasonably incurred, including
fees and expenses of counsel selected by an indemnitee, and "liabilities" shall
mean amounts of judgments, excise taxes, fines, penalties and amounts paid in
settlement. An indemnitee shall be entitled to be indemnified pursuant to this
Paragraph (a) for expenses incurred in connection with any Indemnitee Action
only (i) if the Indemnitee Action is instituted under Section (c) of this
Section and the indemnitee is successful in whole or in part in such Action,
(ii) if the indemnitee is successful in whole or in part in another Indemnitee
Action for which expenses are claimed of (iii) if the indemnification for
expenses is included in a settlement of, or is awarded by a court in, such other
Indemnitee Action.
(b) RIGHT TO ADVANCEMENT OF EXPENSES. Every indemnitee shall be entitled as
of right to have his or her expenses in defending any Action, or in initiating
and pursuing any Indemnitee Action for indemnity or advancement of expenses
under Paragraph (c) of this Section, paid in advance by the Corporation prior to
final disposition of such Action or Indemnitee Action, provided that the
Corporation receives a written undertaking by or on behalf of the indemnitee to
repay the amount advanced if it should ultimately be determined that the
indemnitee is not entitled to be indemnified for such expenses.
(c) RIGHT OF INDEMNITEE TO INITIATE ACTION. If a written claim under
Paragraph (a) or Paragraph (b) of this Section is not paid in full by the
Corporation within thirty days after such claim has been received by the
Corporation, the indemnitee may at any time thereafter initiate an Indemnitee
-7-
<Page>
Action to recover the unpaid amount of the claim and, if successful in whole or
in part, the indemnitee shall also be entitled to be paid the expense of
prosecuting such Indemnitee Action. The only defense to an Indemnitee Action to
recover on a claim for indemnification under Paragraph (a) of this Section shall
be that the indemnitee's conduct was such that under Pennsylvania law the
Corporation is prohibited from indemnifying the indemnitee for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its board of directors,
independent legal counsel and its shareholders) to have made a determination
prior to the commencement of such Indemnitee Action that indemnification of the
indemnitee is proper in the circumstances, nor an actual determination by the
Corporation (including its board of directors, independent legal counsel or its
shareholders) that the indemnitee's conduct was such that indemnification is
prohibited by Pennsylvania law, shall be a defense to such Indemnitee Action or
create a presumption that the indemnitee's conduct was such that indemnification
is prohibited by Pennsylvania law. The only defense to an Indemnitee Action to
recover on a claim for advancement of expenses under Paragraph (b) of this
Section shall be the indemnitee's failure to provide the undertaking required by
Paragraph (b) of this Section.
(d) INSURANCE AND FUNDING. The Corporation may purchase and maintain
insurance to protect itself and any person eligible to be indemnified hereunder
against any liability or expense asserted or incurred by such person in
connection with any Action, whether or not the Corporation would have the power
to indemnify such person against such liability or expense by law or under the
provisions of this Section. The Corporation may create a trust fund, grant a
security interest, cause a letter of credit to be issued or use other means
(whether or not similar to the foregoing) to ensure the payment of such sums as
may become necessary to effect indemnification as provided herein.
(e) NON-EXCLUSIVITY; NATURE AND EXTENT OF RIGHTS. The rights to
indemnification and advancement of expenses provided for in this Section shall
(i) not be deemed exclusive of any other rights, whether now existing or
hereafter created, to which any indemnitee may be entitled under any
-8-
<Page>
agreement or by-law, charter provision, vote of shareholders or directors or
otherwise, (ii) be deemed to create contractual rights in favor of each
indemnitee who serves the Corporation at any time while this Section is in
effect (and each such indemnitee shall be deemed to be so serving in reliance on
the provisions of this Section), and (iii) continue as to each indemnitee who
has ceased to have the status pursuant to which he or she was entitled or was
denominated as entitled to indemnification under this Section and shall inure to
the benefit of the heirs and legal representatives of each indemnitee. Any
amendment or repeal of this Section or adoption of any By-Law or provision of
the Articles of the Corporation which has the effect of limiting in any way the
rights to indemnification or advancement of expenses provided for in this
Section shall operate prospectively only and shall not affect any action taken,
or failure to act, by an indemnitee prior to the adoption of such amendment,
repeal, By-Law or other provision.
(f) PARTIAL INDEMNITY. If an indemnitee is entitled under any provision of
this Section to indemnification by the Corporation for some or a portion of the
expenses or liabilities paid or incurred by the indemnitee in the preparation,
investigation, defense, appeal or settlement of any Action or Indemnitee Action
but not, however, for the total amount thereof, the Corporation shall indemnify
the indemnitee for the portion of such expenses or liabilities to which the
indemnitee is entitled.
ARTICLE III
OFFICERS AND EMPLOYEES
SECTION 3.01. EXECUTIVE OFFICERS. The Executive Officers of the Corporation
shall be the President, the Secretary and the Treasurer, and may include a
Chairman of the Board and one or more Vice Presidents as the Board may from time
to time determine, all of whom shall be elected by the Board of Directors. Any
number of offices may be held by the same person. Each Executive Officer shall
hold office at the pleasure of the Board of Directors, or until his death or
resignation.
-9-
<Page>
SECTION 3.02. ADDITIONAL OFFICERS; OTHER AGENTS AND EMPLOYEES. The Board of
Directors may from time to time appoint or employ such additional officers,
assistant officers, agents, employees and independent contractors as the Board
deems advisable; the Board or the President shall prescribe their duties,
conditions of employment and compensation; and the Board shall have the right to
dismiss them at any time, without prejudice to their contract rights, if any.
The President may employ from time to time such other agents, employees and
independent contractors as he may deem advisable for the prompt and orderly
transaction of the business of the Corporation, and he may prescribe their
duties and the conditions of their employment, fix their compensation and
dismiss them at any time, without prejudice to their contract rights, if any.
SECTION 3.03. THE CHAIRMAN. If there shall be a Chairman of the Board, he
shall be elected from among the Directors, shall preside at all meetings of the
shareholders and of the Board as provided herein, and shall have such other
powers and duties as from time to time may be prescribed by the Board.
SECTION 3.04. THE PRESIDENT. The President shall be the chief executive
officer of the Corporation. Subject to the control of the Board of Directors,
the President shall have general supervision of and general management and
executive powers over all the property, operations, business, affairs and
employees of the Corporation, and shall see that the policies and programs
adopted or approved by the Board are carried out. The President shall exercise
such further powers and duties as from time to time may be prescribed in these
By-Laws or by the Board of Directors.
SECTION 3.05. THE VICE PRESIDENTS. The Vice Presidents may be given by
resolution of the Board general executive powers, subject to the control of the
President, concerning one or more or all segments of the operations of the
Corporation. The Vice Presidents shall exercise such further powers and duties
as from time to time may be prescribed in these By-Laws or by the Board of
-10-
<Page>
Directors or the President. At the request of the President, or in his absence
or disability, the senior Vice President shall exercise the powers and duties of
the President.
SECTION 3.06. THE SECRETARY AND ASSISTANT SECRETARIES. It shall be the duty
of the Secretary (a) to keep an original or duplicate record of the proceedings
of the shareholders and the Board of Directors, and a copy of the Articles and
of the By-Laws; (b) to give such notices as may be required by law or these
By-Laws; (c) to be custodian of the corporate records and of the seal of the
Corporation and see that the seal is affixed to such documents as may be
necessary or advisable; (d) to have charge of and keep, or cause to be kept by a
transfer agent or registrar, the stock books of the Corporation and such records
as to the identity of the shareholders, and as to the shares issued to and held
of record by them, as may be required by law; and (c) to exercise all powers and
duties incident to the office of Secretary; and such further powers and duties
as from time to time may be prescribed in these By-Laws or by the Board of
Directors or the President. The Secretary by virtue of his office shall be an
Assistant Treasurer. Each officer of the Corporation by virtue of his office
shall be an Assistant Secretary. The Assistant Secretaries shall assist the
Secretary in the performance of his duties and shall also exercise such further
powers and duties as from time to time may be prescribed by the Board of
Directors, the President or the Secretary. At the direction of the Secretary or
in his absence or disability, an Assistant Secretary shall exercise the powers
and duties of the Secretary.
SECTION 3.07. THE TREASURER AND ASSISTANT TREASURERS. It shall be the duty
of the Treasurer (a) to keep the Corporation's contracts, insurance policies,
leases, deeds and other business records; (b) to see that the Corporation's
lists, books, reports, statements, tax returns, certificates and other documents
and records required by law are properly prepared, kept and filed; (c) to be the
principal officer in charge of tax and financial matters, budgeting and
accounting of the Corporation; (d) to have charge and custody of and be
responsible for the Corporation's funds, securities and investments; (e) to
receive and give receipts for checks, notes, obligations, funds and securities
of the Corporation, and deposit monies and other valuable effects in the name
and to the credit of the
-11-
<Page>
Corporation, in such depositories as shall be designated by the Board of
Directors; (f) subject to the provisions of Section 5.01 hereof, to cause the
funds of the Corporation to be disbursed by payment in cash or by checks or
drafts upon the authorized depositories of the Corporation, and to cause to be
taken and preserved proper vouchers for such disbursements; (g) to render to the
President and the Board of Directors whenever they may require it an account of
all his transactions as Treasurer, and reports as to the financial position and
operations of the Corporation; (h) to keep appropriate, complete and accurate
books and records of account of all the Corporation's business and transactions;
and (i) to exercise all powers and duties incident to the office of Treasurer;
and such further duties from time to time as may be prescribed in these By-Laws
or by the Board of Directors or the President. The Assistant Treasurers shall
assist the Treasurer in the performance of his duties and shall also exercise
such further powers and duties as from time to time may be prescribed by the
Board of Directors, the President or the Treasurer. At the direction of the
Treasurer or in his absence or disability, an Assistant Treasurer shall exercise
the powers and duties of the Treasurer.
SECTION 3.08. VACANCIES. Any vacancy in any office or position by reason of
death, resignation, removal, disqualification, disability or other cause shall
be filled in the manner provided in this Article III for regular election or
appointment to such office.
SECTION 3.09. DELEGATION OF DUTIES. The Board of Directors may in its
discretion delegate for the time being the powers and duties, or any of them, of
any officer to any other person whom it may select.
-12-
<Page>
ARTICLE IV
SHARES OF CAPITAL STOCK
SECTION 4.01. SHARE CERTIFICATES. Every holder of fully-paid stock of the
Corporation shall be entitled to a certificate or certificates, to be in such
form as the Board of Directors may from time to time prescribe, and signed (in
facsimile or otherwise, as permitted by law) by the President or a Vice
President and the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer, which shall represent the number and class of shares of
stock owned by such holder. The Board may authorize the issuance of certificates
for fractional shares or, in lieu thereof, scrip or other evidence of ownership,
which may (or may not) as determined by the Board entitle the holder thereof to
voting, dividends or other rights of shareholders.
SECTION 4.02. TRANSFER OF SHARES. Transfers of shares of stock of the
Corporation shall be made on the books of the Corporation only upon surrender to
the Corporation of the certificate or certificates for such shares properly
endorsed, by the shareholder or by his assignee, agent or legal representative,
who shall furnish proper evidence of assignment, authority or legal succession,
or by the agent of one of the foregoing thereunto duly authorized by an
instrument duly executed and filed with the Corporation, in accordance with
regular commercial practice.
SECTION 4.03. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. New
certificates for shares of stock may be issued to replace certificates lost,
stolen, destroyed or mutilated upon such conditions as the Board of Directors
may from time to time determine.
SECTION 4.04. REGULATIONS RELATING TO SHARES. The Board of Directors shall
have power and authority to make all such rules and regulations not inconsistent
with these By-Laws as it may deem expedient concerning the issue, transfer and
registration of certificates representing shares of the Corporation.
-13-
<Page>
SECTION 4.05. HOLDERS OF RECORD. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock of the Corporation as the
holder and owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by law.
ARTICLE V
MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS
SECTION 5.01. EXECUTION OF NOTES, CHECKS, CONTRACTS AND OTHER INSTRUMENTS.
All notes, bonds, drafts, acceptances, checks, endorsements (other than for
deposit), guarantees and all evidences of indebtedness of the Corporation
whatsoever, and all deeds, mortgages, contracts and other instruments requiring
execution by the Corporation, may be signed by the President, any Vice President
or the Treasurer, and authority to sign any of the foregoing, which may be
general or confined to specific instances, may be conferred by the Board of
Directors upon any other person or persons. Any person having authority to sign
on behalf of the Corporation may delegate, from time to time, by instrument in
writing, all or any part of such authority to any other person or persons if
authorized to do so by the Board of Directors, which authority may be general or
confined to specific instances. Facsimile signatures on checks may be used if
authorized by the Board of Directors.
SECTION 5.02. VOTING SECURITIES OWNED BY CORPORATION. Securities owned by
the Corporation and having voting power in any other corporation shall be voted
by the President or any Vice President, unless the Board confers authority to
vote with respect thereto, which may be general or confined to specific
investments, upon some other person. Any person authorized to vote such
securities shall have the power to appoint proxies, with general power of
substitution.
-14-
<Page>
ARTICLE VI
GENERAL PROVISIONS
SECTION 6.01. OFFICES. The Corporation may have offices at such places
within or without the Commonwealth of Pennsylvania as the business of the
Corporation may require.
SECTION 6.02. 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 6.03. FISCAL YEAR. The fiscal year of the Corporation shall end on
such day as shall be fixed by the Board of Directors.
ARTICLE VII
AMENDMENTS
SECTION 7.01. AMENDMENTS. These By-Laws may be amended, altered or
repealed, and new by-laws may be adopted, by the shareholders (or, to the extent
permitted by law, the Board of Directors) at any regular or special meeting. No
provision of these By-Laws shall vest in any person any property right or
(except as provided in Sections 2.11(b) and 2.12(e)) any contract right.
-15-