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EXHIBIT 3.2
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AMENDED AND RESTATED
BYLAWS
OF
IRON MOUNTAIN INCORPORATED
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AS AMENDED ON MARCH 4, 2004
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AMENDED AND RESTATED
BYLAWS
OF
IRON MOUNTAIN INCORPORATED
ARTICLE I - OFFICE
Section 1.1. REGISTERED OFFICE. The registered office of the Corporation
shall be located within the Commonwealth of Pennsylvania at such place as the
Board of Directors (hereinafter referred to as the "Board of Directors" or the
"Board") shall determine from time to time.
ARTICLE II - MEETINGS OF SHAREHOLDERS
Section 2.1. PLACE OF MEETINGS OF SHAREHOLDERS. Meetings of shareholders
shall be held at such places, within or without the Commonwealth of
Pennsylvania, as may be fixed from time to time by the Board of Directors. If no
such place is fixed by the Board of Directors, meetings of the shareholders
shall be held at the registered office of the Corporation.
Section 2.2. ANNUAL MEETING OF SHAREHOLDERS.
(a) TIME. A meeting of the shareholders of the Corporation shall
be held in each calendar year, commencing with the year 1998, at such time
as the Board of Directors may determine.
(b) ELECTION OF DIRECTORS. At such annual meeting, there shall be
held an election of Directors.
Section 2.3. SPECIAL MEETINGS OF SHAREHOLDERS. Except as expressly
required by law, special meetings of the shareholders may be called at any time
only by:
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(a) the Chairman of the Board, if any, if such officer is serving
as the chief executive officer of the Corporation, and otherwise the
President of the Corporation; or
(b) the Board of Directors.
Upon the written request of any person who has called a special meeting,
under these Bylaws or applicable law, which request specifies the general nature
of the business to be transacted at such meeting, it shall be the duty of the
Secretary to fix the time and place of such meeting, which shall be held not
less than five nor more than 60 days after the receipt of such request, and to
give due notice thereof as required by Section 2.4 hereof. If the Secretary
neglects or refuses to fix the time and place of such meeting, the person or
persons calling the meeting may do so.
Section 2.4. NOTICES OF MEETINGS OF SHAREHOLDERS. Written notice,
complying with Article VI of these Bylaws, stating the place and time and, in
the case of special meetings, the general nature of the business to be
transacted at any meeting of the shareholders, shall be given to each
shareholder of record entitled to vote at the meeting, except as provided in
Section 1707 of the Pennsylvania Business Corporation Law of 1988, as amended
(the "Pennsylvania BCL"), at least five days prior to the day named for the
meeting, provided that notice shall be given at least ten days prior to the day
named for a meeting to consider a fundamental change under Chapter 19 of the
Pennsylvania BCL. Such notices may be given by, or at the direction of, the
Secretary or other authorized person. If the Secretary or other authorized
person neglects or refuses to give notice of a meeting, the person or persons
calling the meeting may do so.
Section 2.5. QUORUM OF AND ACTION BY SHAREHOLDERS.
(a) GENERAL RULE. Except as provided in subsections (c), (d) and
(e) of this Section 2.5, the presence, in person or by proxy, of
shareholders entitled to cast at least a
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majority of the votes that all shareholders are entitled to cast on a
particular matter to be acted upon at the meeting shall constitute a quorum
for the purpose of consideration and action on the matter. If two or more
classes of stock are entitled to vote as separate classes upon any matter,
then, in the case of each such class, a quorum for the consideration of
such matter shall, except as otherwise provided by law or by the
Corporation's Articles of Incorporation (the "Articles"), consist of the
presence, in person or by proxy, of shareholders entitled to cast at least
a majority of the votes that all holders of shares of that class are
entitled to cast on such matter. To the extent that a quorum is present
with respect to consideration of any action or particular matter or matters
but a quorum is not present as to any other matter or matters,
consideration of an action on the matter or matters for which a quorum is
present may occur and, after such consideration and action, the meeting may
be adjourned for purposes of the consideration of and action on a matter or
matters for which a quorum is not present. Unless the Pennsylvania BCL
permits otherwise, this Section 2.5(a) may be modified only by a Bylaw
amendment adopted by the shareholders.
(b) ACTION BY SHAREHOLDERS. Except as otherwise provided by law,
whenever any corporate action is to be taken by vote of the shareholders of
the Corporation at a duly organized meeting of shareholders, it shall be
authorized upon receiving the affirmative vote of a majority of the votes
properly cast at the meeting with respect to such matter and, if any
shareholders are entitled to vote thereon as a class, upon receiving the
affirmative vote of a majority of the votes properly cast by the
shareholders entitled to vote as a class. Unless the Pennsylvania BCL
permits otherwise, this Section 2.5(b) may be modified only by a Bylaw
amendment adopted by the shareholders.
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(c) WITHDRAWAL. The shareholders present at a duly organized
meeting can continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
(d) ELECTION OF DIRECTORS AT ADJOURNED MEETINGS. In the case of
any meeting called for the election of Directors, those shareholders who
attend a meeting called for the election of Directors that has been
previously adjourned for lack of a quorum (whether with respect to a
particular matter or all matters to be considered and acted upon at such
meeting), although less than a quorum as fixed in subsection (a), shall
nevertheless constitute a quorum for the purpose of electing Directors.
(e) CONDUCT OF OTHER BUSINESS AT ADJOURNED MEETINGS. Those
shareholders entitled to vote who attend a meeting of shareholders that has
been previously adjourned for one or more periods aggregating at least 15
days because of an absence of a quorum (whether with respect to a
particular matter or all matters to be considered and acted upon at such
meeting), although less than a quorum as fixed in subsection (a), shall
nevertheless constitute a quorum for the purpose of acting upon any matter
set forth in the notice of meeting if the notice states that those
shareholders who attend the adjourned meeting shall nevertheless constitute
a quorum for the purpose of acting upon the matter.
Section 2.6. ADJOURNMENTS.
(a) GENERAL RULE. Any regular or special meeting of the
shareholders, including one at which Directors are to be elected, may be
adjourned for such period as the shareholders present and entitled to vote
shall direct.
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(b) LACK OF QUORUM. If a meeting cannot be organized because a
quorum has not attended, those present may, except as otherwise provided in
this Section 2.6, adjourn the meeting to such time and place as they may
determine.
(c) NOTICE OF AN ADJOURNED MEETING. When a meeting of
shareholders is adjourned, it shall not be necessary to give any notice of
the adjourned meeting or of the business to be transacted at an adjourned
meeting, other than by announcement at the meeting at which the adjournment
is taken, unless the Board fixes a new record date for the adjourned
meeting or applicable law requires notice of the business to be transacted
and such notice has not previously been given.
Section 2.7. VOTING LIST, VOTING AND PROXIES.
(a) VOTING LIST. The officer or agent having charge of the
transfer books for shares of the Corporation shall make a complete list of
the shareholders entitled to vote at any meeting of shareholders, arranged
in alphabetical order, with the address of and the number of shares held by
each. The list shall be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any shareholder during
the whole time of the meeting for the purposes thereof, except that, if the
Corporation has 5,000 or more shareholders, in lieu of making the list, the
Corporation may make the information therein available at the meeting by
any other means.
(b) VOTING. Except as otherwise specifically provided by law, all
matters coming before the meeting shall be determined by a vote of shares.
Such vote shall be taken by voice unless the presiding officer determines,
or required by a vote of the shareholders, before the vote begins, that it
be taken by ballot.
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(c) PROXIES. At all meetings of shareholders, shareholders
entitled to vote may attend and vote either in person or by proxy. Every
proxy shall be executed in writing by the shareholder or by such
shareholder's duly authorized attorney-in-fact and filed with the Secretary
of the Corporation. A proxy, unless coupled with an interest (as defined in
Section 1759(d) of the Pennsylvania BCL), shall be revocable at will,
notwithstanding any other agreement or any provision in the proxy to the
contrary, but the revocation of a proxy shall not be effective until
written notice thereof has been given to the Secretary of the Corporation.
An unrevoked proxy shall not be valid after three years from the date of
its execution unless a longer time is expressly provided therein. A proxy
shall not be revoked by the death or incapacity of the maker unless, before
the vote is counted or the authority is exercised, written notice of the
death or incapacity is given to the Secretary of the Corporation.
(d) JUDGES OF ELECTION. In advance of any meeting of shareholders
of the Corporation, the Board of Directors may appoint one or three Judges
of Election, who need not be shareholders and who will have such duties as
provided in Section 1765(a)(3) of the Pennsylvania BCL, to act at the
meeting or any adjournment thereof. If one or three Judges of Election are
not so appointed, the presiding officer of the meeting may, and on the
request of any shareholder shall, appoint one or three Judges of Election
at the meeting. In case any person appointed as a Judge of Election fails
to appear or refuses to act, the vacancy may be filled by appointment made
by the Board of Directors in advance of the convening of the meeting or at
the meeting by the presiding officer. A person who is a candidate for
office to be filled at the meeting shall not act as a Judge of Election.
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Unless the Pennsylvania BCL permits otherwise, this Section 2.7(d) may be
modified only by a Bylaw amendment adopted by the shareholders.
Section 2.8. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. The Board
may provide by resolution, or the presiding officer may permit, with respect to
a particular meeting of shareholders that one or more persons may participate in
that meeting of the shareholders, be counted for the purposes of determining a
quorum and exercise all rights and privileges to which such person might be
entitled were such person personally in attendance, including the right to vote,
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other. Unless the
Board so provides, or the presiding officer so permits, no person may
participate in a meeting of the shareholders by means of conference telephone or
similar communications equipment.
Section 2.9. NO CONSENTS IN LIEU OF MEETING. Subject to the rights of
holders of shares of any class or series of Preferred Stock in respect of
actions to be taken by holders of such shares, no action of the shareholders
shall be taken by either unanimous or partial written consent or other consent
in lieu of a meeting.
Section 2.10. BUSINESS AT MEETINGS OF SHAREHOLDERS.
(a) Except as otherwise provided by law (including but not
limited to Rule 14a-8 of the Securities Exchange Act of 1934, as amended,
or any successor provision thereto) or in these Bylaws, the business which
shall be conducted at any meeting of the shareholders shall (i) have been
specified in the written notice of the meeting (or any supplement thereto)
given by the Corporation, (ii) be brought before the meeting at the
direction of the Board of Directors, (iii) be brought before the meeting by
the presiding officer of the meeting unless a majority of the Directors
then in office object to such
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business being conducted at the meeting, or (iv) in the case of an annual
meeting of shareholders, have been specified in a written notice given to
the Secretary of the Corporation, by or on behalf of any shareholder who
shall have been a shareholder of record on the record date for such meeting
and who shall continue to be entitled to vote thereat (the "Shareholder
Notice"), in accordance with all of the following:
(A) Each Shareholder Notice must be delivered to, or mailed
and received at, the principal executive offices of the Corporation
(i) in the case of an annual meeting that is called for a date that is
within 30 days before or after the anniversary date of the immediately
preceding annual meeting of shareholders, not less than 60 days nor
more than 90 days prior to the first anniversary (the "Anniversary")
of the date the Corporation's proxy statement was released to
shareholders in connection with the previous year's annual meeting of
shareholders, and (ii) in the case of an annual meeting that is called
for a date that is not within 30 days before or after the anniversary
date of the immediately preceding annual meeting, not later than the
later of (x) the 90'th day prior to such annual meeting or (y) the
close of business on the tenth day following the day on which public
disclosure of the date of the meeting was made;
(B) Each such Shareholder Notice must set forth: (i) the
name and address of the shareholder who intends to bring the business
before the meeting; (ii) the general nature of the business which such
shareholder seeks to bring before the meeting, the reasons for
conducting such business and, if a specific action is to be proposed,
the text of the resolution or resolutions which the proposing
shareholder proposes that the shareholders adopt; (iii) a
representation
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that the shareholder is a holder of record of the stock of the
Corporation entitled to vote at such meeting , including the class and
number of shares of such stock that are owned beneficially and of
record by such shareholder, and intends to appear in person or by
proxy at the meeting to bring the business specified in the notice
before the meeting; (iv) whether such shareholder intends to deliver a
proxy statement and form of proxy to holders of, in the case of a
proposal, at least the percentage of the Corporation's voting shares
required under these Bylaws and applicable law to carry the proposal
(an affirmative statement of such intent, a "Solicitation Notice");
and (v) any material interest of the shareholder in any proposed
action. The presiding officer of the meeting may, in such officer's
sole discretion, refuse to acknowledge any business proposed by a
shareholder not made in compliance with the foregoing procedure; and
(C) If the shareholder has provided the Corporation with a
Solicitation Notice, such shareholder must have delivered a proxy
statement and form of proxy to holders of at least the percentage of
the Corporation's voting shares required under applicable law to carry
such proposal. If no Solicitation Notice relating thereto has been
timely provided pursuant to this Section 2.10, the shareholder
proposing such business must not have solicited a number of proxies
sufficient to have required the delivery of such a Solicitation Notice
under this Section 2.10.
(b) Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at an annual meeting except in accordance with
the procedures set forth in this Section 2.10. The chairman of the meeting
shall, if the facts warrant,
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determine and declare to the meeting that business was not properly brought
before the meeting and in accordance with the procedures prescribed by this
Section 2.10, 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 Section
2.10, 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
Section 2.10 and any shareholder proposal not required to be considered by
such rules need not be considered.
ARTICLE III - BOARD OF DIRECTORS
Section 3.1. POWERS, NUMBER, CLASSIFIED BOARD, ETC.
(a) GENERAL POWERS. Except as otherwise provided by law and these
Bylaws, all powers of the Corporation shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be
managed under the direction of, the Board of Directors. Unless the
Pennsylvania BCL permits otherwise, this Section 3.1 (a) may be modified
only by a Bylaw amendment adopted by the shareholders.
(b) NUMBER. The number of members of the Board of Directors shall
be the number of Directors serving at the time of adoption of this Section
3.1, or such other number as may thereafter from time to time (i) be
determined by the Board of Directors, or (ii) be set forth in a notice of a
meeting of shareholders called for the election of a full Board of
Directors; provided, that if such notice contemplates a change in the size
of the Board of Directors, such change shall take effect as of the time the
election called for by the notice is held.
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(c) TERM. Each Directors, other shall hold office until the next
annual meeting of shareholders and until his successor is duly elected and
qualified or until his earlier death or resignation, subject to
shareholders' exercising a statutory right at any time to remove directors.
(d) VACANCIES. Any vacancies on the Board of Directors, including
vacancies resulting from an increase in the number of Directors, may be
filled by a majority vote of the remaining members of the Board (though
less than a quorum) or by a sole remaining Director or by the shareholders;
and each person so selected shall be a Director to serve for the balance of
the unexpired term.
(e) QUALIFICATION. A Director must be a natural person at least
18 years of age.
Section 3.2. PLACE OF MEETINGS. Meetings of the Board of Directors may be
held at such place within or without the Commonwealth of Pennsylvania as a
majority of the Directors may determine from time to time or as may be
designated in the notice of the meeting.
Section 3.3. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held annually, immediately following the annual meeting of the
shareholders, at the place where such meeting of the shareholders is held or at
such other place and time as a majority of the Directors in office after the
annual meeting of shareholders may designate. At such meeting, the Board of
Directors shall elect officers of the Corporation. In addition to such regular
meeting, the Board of Directors shall have the power to fix by resolution the
place and time of other regular meetings of the Board.
Section 3.4. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be held whenever ordered by the Chairman of the Board, if any, by the
President (if there is not then
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a Chairman of the Board), by a majority of the executive committee of the Board,
if any, or by a majority of the Directors in office.
Section 3.5. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Any
Director may participate in any meeting of the Board of Directors or of any
committee (provided such Director is otherwise entitled to participate), be
counted for the purpose of determining a quorum thereof and exercise all rights
and privileges to which such Director might be entitled were he or she
personally in attendance, including the right to vote, or any other rights
attendant to presence in person at such meeting, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other.
Section 3.6. NOTICES OF MEETINGS OF BOARD OF DIRECTORS.
(a) REGULAR MEETINGS. No notice shall be required to be given of
any regular meeting, unless the same is held at other than the place or
time for holding such meeting as fixed in accordance with Section 3.3 of
these Bylaws, in which event five days' notice shall be given of the place
and time of such meeting complying with Article VI of these Bylaws.
(b) SPECIAL MEETINGS. Written notice stating the place and time
of any special meeting of the Board of Directors shall be sufficient if
given at least twenty-four (24) hours in advance of the time fixed for the
meeting.
Section 3.7. QUORUM ACTION BY THE BOARD OF DIRECTORS. A majority of the
Directors in office shall be necessary to constitute a quorum for the
transaction of business and the acts of a majority of the Directors present and
voting at a meeting at which a quorum is present shall be the acts of the Board
of Directors. If there is no quorum present at a duly convened meeting of
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the Board of Directors, the majority of those present may adjourn the meeting
from time to time and place to place.
Section 3.8. ACTION BY UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS. Any
action required or permitted to be taken at a meeting of the Directors, or of
the members of any committee of the Board of Directors, may be taken without a
meeting if, prior or subsequent to the action, a written consent or consents
thereto by all of the Directors in office (or all of the members of the
committee with respect to committee action) is filed with the Secretary of the
Corporation. In addition to other means of filing with the Secretary, insertion
of such consent in the minute book of the Corporation shall be deemed filing
with the Secretary regardless of whether the Secretary or some other authorized
person has actual possession of the minute book. Written consents by all of the
directors or committee members, as the case may be, executed pursuant to this
Section 3.8 may be executed in any number of counterparts and shall be deemed
effective as of the date set forth therein.
Section 3.9. COMMITTEES.
(a) ESTABLISHMENT AND POWERS. The Board of Directors of the
Corporation may, by resolution adopted by a majority of the Directors in
office, establish one or more committees to consist of one (1) or more
Directors of the Corporation. Any committee, to the extent provided in the
resolution of the Board of Directors or in the Bylaws, shall have and may
exercise all of the powers and authority of the Board of Directors, except
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 under the Pennsylvania BCL.
(ii) The creation or filling of vacancies in the Board of
Directors.
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(iii) The adoption, amendment or repeal of the Bylaws.
(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.
(v) Action on matters committed by the Bylaws or resolution
of the Board of Directors to another committee of the Board of Directors.
(b) ALTERNATE MEMBERS. The Board of Directors 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 or for the
purpose of any written action by the committee. In the absence or
disqualification of a member and alternate member or members of a
committee, the member or members thereof present at a meeting and not
disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another Director to act at the meeting in the place
of the absent or disqualified member.
(c) TERM. Each committee of the Board of Directors shall serve at
the pleasure of the Board of Directors.
(d) STATUS OF COMMITTEE ACTION. The term "Board of Directors" or
"Board," when used in any provision of these Bylaws relating to the
organization or procedures of or the manner of taking action by the Board
of Directors, shall be construed to include and refer to any executive or
other committee of the Board of Directors. Any provision of these Bylaws
relating or referring to action to be taken by the Board of Directors or
the procedure required therefor shall be satisfied by the taking of
corresponding action by a committee of the Board of Directors to the extent
authority to take the action has been
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delegated to the committee pursuant to this Section. Notwithstanding the
foregoing, in the event that the Corporation has an executive committee of
the Board of Directors that consists of four members, three members shall
constitute a quorum for the transaction of business and the acts of three
of the members of the executive committee present and voting at a meeting
at which a quorum is present shall be the acts of the executive committee.
Section 3.10. NOMINATIONS.
(a) Notwithstanding the provisions of Section 2.10 of these
Bylaws (dealing with business at meetings of shareholders), nominations for
the election of Directors may be made by only the Board of Directors, a
committee appointed by the Board of Directors or by any shareholder of
record entitled to vote in the election of Directors who is a shareholder
at the record date of the meeting and also on the date of the meeting at
which Directors are to be elected; provided, however, that with respect to
a nomination made by a shareholder, such shareholder must provide timely
written notice to the Chairman of the Board of the Corporation or, if there
be none, the President of the Corporation in accordance with the following
requirements, except as otherwise provided by law:
(A) To be timely, a shareholder's notice must be delivered
to, or mailed and received at, the principal executive offices of the
Corporation addressed to the attention of the Chairman of the Board
or, if there be none, the President (i) in the case of an annual
meeting that is called for a date that is within 30 days before or
after the anniversary date of the immediately preceding annual meeting
of shareholders, not less than 60 days nor more than 90 days prior to
the Anniversary, and (ii) in the case of an annual meeting that is
called for a date that
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is not within 30 days before or after the anniversary date of the
immediately preceding annual meeting, or in the case of a special
meeting of shareholders called for the purpose of electing Directors,
not later than the later of (x) the 90th day prior to such annual
meeting or (y) the close of business on the tenth day following the
day on which public disclosure of the date of the meeting was made;
PROVIDED, HOWEVER, such time periods shall be subject to Rule 14a-8 of
the Securities Exchange Act of 1934, as amended, or any successor
provision thereto, to the extent applicable;
(B) Each such written notice must set forth: (i) the name
and address of the shareholder who intends to make the nomination;
(ii) the name, age and address of the person or persons to be
nominated; (iii) a representation that the shareholder is a holder of
record of shares of the Corporation entitled to vote at such meeting,
including the class and number of shares of such stock that are owned
beneficially and of record by such shareholder, and intends to appear
in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (iv) a Solicitation Notice or a statement
that the shareholder does not intend to deliver a proxy statement and
form of proxy to holders of a sufficient number of holders of the
Corporation's voting shares to elect such nominee or nominees; (v) a
description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (vi) such other
information regarding each nominee proposed by such shareholder as
would have been required to be included in a
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proxy statement filed pursuant to the proxy rules of the Securities
and Exchange. Commission had the nominee been nominated, or intended
to be nominated, by the Board of Directors (including, without
limitation, the principal occupation or employment of such person);
and (vii) the written consent of each nominee to serve as a Director
of the Corporation if so elected. The presiding officer of the meeting
may refuse, in such officer's sole discretion, to acknowledge the
nomination of any person as not made in compliance with the foregoing
procedure; and
(C) If the shareholder has provided the Corporation with a
Solicitation Notice, such shareholder must have delivered a proxy
statement and form of proxy to holders of a percentage of the
Corporation's voting shares reasonably believed by such shareholder to
be sufficient to elect the nominee or nominees proposed to be
nominated by such shareholder. If no Solicitation Notice relating
thereto has been timely provided pursuant to this Section 3.10, the
shareholder proposing such nomination must not have solicited a number
of proxies sufficient to have required the delivery of such a
Solicitation Notice under this Section 3.10.
(b) No person shall be eligible to serve as a Director of the
Corporation unless nominated in accordance with the procedures set forth in
this Section 3.10. The Chairman of the meeting shall, as the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by this Section 3.10, 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 Section 3.10, a shareholder shall also comply with all applicable
requirements of the
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Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this Section 3.10 and any
shareholder proposal not required to be considered by such rules need not be
considered.
Section 3.11. PAYMENTS TO DIRECTORS. Directors may be reimbursed for the
expenses of attending Board meetings and committee meetings and may be paid a
fixed sum for attendance at each meeting or such other compensation for their
services as may, from time to time, be fixed by the Board of Directors. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 3.12. DISTRIBUTIONS. The Directors may, to the extent permitted by
law, authorize and the Corporation may make distributions from time to time.
ARTICLE IV - OFFICERS
Section 4.1. ELECTION AND OFFICE. The Corporation shall have a President,
a Secretary and a Treasurer who shall be elected by the Board of Directors. The
Board of Directors may elect as additional officers a Chairman of the Board, a
Chairman Emeritus, one or more Vice Chairmen of the Board, one or more Vice
Presidents, a Chief Financial Officer, and one or more other officers or
assistant officers. Any number of offices may be held by the same person. The
President and the Secretary shall be natural persons of the age of 18 years or
older. The Treasurer may be a corporation, but if a natural person shall be of
the age of 18 years or older.
Section 4.2. TERM. The officers and assistant officers shall each serve at
the pleasure of the Board of Directors until the first meeting of the Board of
Directors following the next annual meeting of shareholders, unless removed from
office by the Board of Directors during their respective tenures. Officers may,
but need not, be Directors.
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Section 4.3. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman
of the Board of Directors, if any, shall be the chief executive officer of the
Corporation, and, subject to the direction of the Board of Directors, shall have
general charge of the management and direction of the business, affairs and
property of the Corporation, and general supervision over its other officers and
agents, and, when present, shall preside at all meetings of the shareholders and
the Board of Directors. The Chairman of the Board of Directors shall perform
such other duties and have such other powers as the Board of Directors shall
designate from time to time.
Section 4.4. CHAIRMAN EMERITUS. A Chairman Emeritus may be designated from
time to time by the Board of Directors. The Chairman Emeritus shall, at the
pleasure of the Board of Directors, receive notice of, and be invited to attend
and participate in, all meetings of the Board of Directors; provided, however,
that the Chairman Emeritus shall not have a vote on any matter brought before
such meeting. The Chairman Emeritus shall not have any power or authority to act
on behalf of the Corporation other than in connection with the performance of
such duties as the Board of Directors shall from time to time designate.
Section 4.5. POWERS AND DUTIES OF THE PRESIDENT. In the absence of a
Chairman of the Board, the President shall have duties and powers given in these
Bylaws to the Chairman of the Board. If there is a Chairman of the Board and
unless otherwise determined by the Board of Directors, the President shall be
the chief operating officer of the Corporation. In general, he shall perform all
duties incident to the office of President and, unless otherwise determined by
the Board of Directors, chief operating officer and shall see that all orders
and resolutions of the Board of Directors and the Chairman of the Board, if any,
are carried into effect and shall perform such other executive, supervisory and
management functions and duties as may be assigned to him from time to time by
the Board of Directors or the Chairman of the Board.
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Section 4.6. POWERS AND DUTIES OF THE SECRETARY. Unless otherwise
determined by the Board of Directors, the Secretary shall be responsible for the
keeping of the minutes of all meetings of the Board of Directors and the
shareholders, in books provided for that purpose, and for the giving and serving
of all notices for the Corporation. The Secretary shall perform all other duties
ordinarily incident to the office of Secretary and shall have such other powers
and perform such other duties as may be assigned to the Secretary by the Board
of Directors. The minute books of the Corporation may be held by a person other
than the Secretary.
Section 4.7. POWERS AND DUTIES OF THE TREASURER. Unless otherwise
determined by the Board of Directors, the Treasurer shall have charge of all the
funds and securities of the Corporation which may come into such officer's
hands. When necessary or proper, unless otherwise determined by the Board of
Directors, the Treasurer shall endorse for collection on behalf of the
Corporation checks, notes and other obligations, and shall deposit the same to
the credit of the Corporation to such banks or depositories as the Board of
Directors may designate and may sign all receipts and vouchers for payments made
to the Corporation. The Treasurer shall sign all checks made by the Corporation,
except when the Board of Directors shall otherwise direct. The Treasurer shall
be responsible for the regular entry in books of the Corporation to be kept for
such purpose of a full and accurate account of all funds and securities received
and paid by the Treasurer on account of the Corporation. Whenever required by
the Board of Directors, the Treasurer shall render a statement of the financial
condition of the Corporation. The Treasurer shall have such other powers and
shall perform the duties as may be assigned to such officer from time to time by
the Board of Directors. The Treasurer shall give such bond, if any, for the
faithful performance of the duties of such office as shall be required by the
Board of Directors. If the Corporation has a Chief Financial Officer, the Chief
Financial
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Officer shall have such power and authority as determined by the Board of
Directors, including without limitation, the powers provided herein of the
Treasurer.
Section 4.8. POWERS AND DUTIES OF VICE PRESIDENTS AND ASSISTANT OFFICERS.
Unless otherwise determined by the Board of Directors, each Vice Chairman, Vice
President and each assistant officer shall have the powers and perform the
duties of his or her respective superior officer. Vice Presidents and assistant
officers shall have such rank as may be designated by the Board of Directors.
Vice Presidents may be designated as having responsibility for a specific area
of the Corporation's affairs, in which event such Vice President shall be
superior to the other Vice Presidents in relation to matters within his or her
area. The President shall be the superior officer of the Vice Presidents. The
Chairman of the Board shall be the superior officer of the Vice Chairmen and the
President. The Treasurer and Secretary shall be the superior officers of the
Assistant Treasurers and Assistant Secretaries, respectively.
Section 4.9. DELEGATION OF OFFICE. The Board of Directors may delegate the
powers or duties of any officer of the Corporation to any other person from time
to time.
Section 4.10. VACANCIES. The Board of Directors shall have the power to
fill any vacancies in any office occurring for any reason.
ARTICLE V - CAPITAL STOCK
Section 5.1. SHARE CERTIFICATES.
(a) EXECUTION. Except as otherwise provided in Section 5.6, the
shares of the Corporation shall be represented by certificates. Unless
otherwise provided by the Board of Directors, every share certificate shall
be signed by two officers and sealed with the corporate seal, which may be
a facsimile, engraved or printed, but where such certificate is signed by a
transfer agent or a registrar, the signature of any corporate officer upon
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such certificate may be a facsimile, engraved or printed. In case any
officer who has signed, or whose facsimile signature has been placed upon,
any share certificate shall have ceased to be such officer because of
death, resignation or otherwise, before the certificate is issued, it may
be issued with the same effect as if the officer had not ceased to be such
at the date of its issue. In case the corporate seal which has been affixed
to, impressed on, or reproduced in any such certificate or certificates
shall cease to be the seal of the Corporation before such certificate or
certificates have been delivered by the Corporation, such certificate or
certificates may nevertheless be issued and delivered by the Corporation as
though the seal affixed thereto, impressed thereon or reproduced therein
had not ceased to be the seal of the Corporation. The provisions of this
Section 5.1 shall be subject to any inconsistent or contrary agreement at
the time between the Corporation and any transfer agent or registrar.
(b) DESIGNATIONS, ETC. To the extent the Corporation is
authorized to issue shares of more than one class or series, every
certificate shall set forth upon the face or back of the certificate (or
shall state on the face or back of the certificate that the Corporation
will furnish to any shareholder upon request and without charge) a full or
summary statement of the designations, voting rights, preferences,
limitations and special rights of the shares of each class or series
authorized to be issued so far as they have been fixed and determined and
the authority of the Board of Directors to fix and determine the
designations, voting rights, preferences, limitations and special rights of
the classes and series of shares of the Corporation.
(c) FRACTIONAL SHARES. Except as otherwise determined by the
Board of Directors, shares or certificates therefor may be issued as
fractional shares for shares held
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by any dividend reinvestment plan or employee benefit plan created or
approved by the Corporation's Board of Directors, but not by any other
person.
Section 5.2. TRANSFER OF SHARES. Transfer of certificated shares shall be
made on the books of the Corporation only upon surrender of the share
certificate, duly endorsed or with duly executed stock powers attached and
otherwise in proper form for transfer (which shall include, without limitation,
such proof or guaranty of the authenticity of the signature as the Corporation
or its agents may require), which certificate shall be cancelled at the time of
the transfer. In the event the Board authorizes uncertificated shares, as
permitted by the Articles, the Board shall adopt alternative procedures for
registration of transfers of such uncertificated shares. The Corporation shall
be entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly, shall not be bound to recognize any
equitable or other claim to, or interest in, such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
save as expressly provided by law, by the Articles or these Bylaws. It shall be
the duty of each shareholder to notify the Corporation of his or her post office
address.
Section 5.3. DETERMINATION OF SHAREHOLDERS OF RECORD.
(a) FIXING RECORD DATE. The Board of Directors of the
Corporation may fix a time prior to the date of any meeting of shareholders
as a record date for the determination of the shareholders entitled to notice
of, or to vote at, the meeting, which time, except in the case of an
adjourned meeting, shall be not more than 90 days prior to the date of the
meeting of shareholders. Only shareholders of record on the date fixed shall
be so entitled notwithstanding any transfer of shares on the books of the
Corporation after any record date fixed as provided in this subsection. The
Board of Directors may
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similarly fix a record date for the determination of shareholders of record
for any other purpose. When a determination of shareholders of record has
been made as provided in this section for purposes of a meeting, the
determination shall apply to any adjournment thereof unless the Board of
Directors fixes a new record date for the adjourned meeting.
(b) DETERMINATION WHEN NO RECORD DATE FIXED. If a record date
is not fixed:
(i) The record date for determining shareholders entitled
to notice of or to vote at a meeting of shareholders shall be at the close of
business on the day next preceding the day on which notice is given or, if
notice is waived, at the close of business on the day immediately preceding the
day on which the meeting is held.
(ii) The record date for determining shareholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
(c) CERTIFICATION BY NOMINEE. The Board of Directors may adopt
a procedure whereby a shareholder of the Corporation may certify in writing
to the Corporation that all or a portion of the shares registered in the name
of the shareholder are held for the account of a specified person or persons.
The resolution of the Board of Directors may set forth:
(i) the classification of shareholder who may certify;
(ii) the purpose or purposes for which the certification may
be made;
(iii) the form of certification and information to be
contained therein;
(iv) if the certification is with respect to a record date,
the time after the
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record date within which the certification must be received by the Corporation;
and
(v) such other provisions with respect to the procedure as
are deemed necessary or desirable.
Upon receipt by the Corporation of a certification complying with the
procedure, the persons specified in the certification shall be deemed, for the
purposes set forth in the certification, to be the holders of record of the
number of shares specified in place of the shareholder making the certification.
Section 5.4. LOST SHARE CERTIFICATES. Unless waived in whole or in part by
the Board of Directors, any person requesting the issuance of a new certificate
in lieu of an alleged lost, destroyed, mislaid or wrongfully taken certificate
shall (a) give to the Corporation his or her bond of indemnity with an
acceptable surety, and (b) satisfy such other requirements as may be imposed by
the Corporation. Thereupon, a new share certificate shall be issued to the
registered owner or his or her assigns in lieu of the alleged lost, destroyed,
mislaid or wrongfully taken certificate, provided that the request therefor and
issuance thereof have been made before the Corporation has notice that such
shares have been acquired by a bona fide purchaser.
Section 5.5. CLOSING OF TRANSFER BOOKS. The stock transfer books of the
Corporation may, if deemed appropriate by the Board of Directors, be closed for
such length of time not exceeding fifty (50) days as the Board of Directors (but
not the shareholders) may determine, preceding the date of any meeting of
shareholders or the date for the payment of any dividend or the date for the
allotment of rights or the date when any issuance, change, conversion or
exchange of capital stock shall go into effect, during which time no transfer of
stock on the books of the Corporation may be made.
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Section 5.6. UNCERTIFICATED SHARES. Notwithstanding anything herein to the
contrary, any or all classes and series of shares, or any part thereof, may be
represented by uncertificated shares to the extent determined by the Board of
Directors, except that shares represented by a certificate that is issued and
outstanding shall continue to be represented thereby until the certificate is
surrendered to the Corporation. Within a reasonable time after the issuance or
transfer of uncertificated shares, the Corporation shall send to the registered
owner thereof, a written notice containing the information required to be set
forth or stated on certificates. The rights and obligations of the holders of
shares represented by certificates and the rights and obligations of the holders
of uncertificated shares of the same class and series shall be identical.
Notwithstanding anything herein to the contrary, the provisions of Section 5.2
shall be inapplicable to uncertificated shares and in lieu thereof the Board of
Directors shall adopt alternative procedures for registration of transfers.
ARTICLE VI - NOTICES - COMPUTING TIME PERIODS
Section 6.1. CONTENTS OF NOTICE. Whenever any notice of a meeting is
required to be given pursuant to these Bylaws, the Articles or otherwise, the
notice shall specify: (a) the place, date and time of the meeting; (b) in the
case of a special meeting of shareholders or where otherwise required by law or
the Bylaws, the general nature of the business to be transacted at such meeting;
and (c) any other information required by law.
Section 6.2. METHOD OF NOTICE. Whenever written notice is required to be
given to any person under the provisions of applicable law, the Articles or
these Bylaws, it may be given to the person either personally or by sending a
copy thereof by first class or express mail, postage prepaid, or by telegram
(with messenger service specified), telex or TWX (with answerback received) or
courier service, charges prepaid, or by facsimile transmission, to such person's
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address (or to such person's telex, TWX or telecopier number) appearing on the
books of the Corporation or, in the case of Directors, supplied by such Director
to the Corporation for the purpose of notice. If the notice is sent by mail,
telegraph or courier service, it shall be deemed to have been given to the
person entitled thereto when deposited in the United States mail or with a
telegraph office or courier service for delivery to that person or, in the case
of telex, TWX or facsimile, when dispatched. Except as otherwise provided
herein, or as otherwise directed by the Board of Directors, notices of meetings
may be given by, or at the direction of, the Secretary.
Section 6.3. COMPUTING TIME PERIODS.
(a) DAYS TO BE COUNTED. In computing the number of days for
purposes of these Bylaws, all days shall be counted, including Saturdays,
Sundays or a holiday on which national banks are or may elect to be closed
("Holiday"); provided, however, that if the final day of any time period
falls on a Saturday, Sunday or Holiday, then the final day shall be deemed to
be the next day which is not a Saturday, Sunday or Holiday. In computing the
number of days for the purpose of giving notice of any meeting, the date upon
which the notice is given shall be counted but the day set for the meeting
shall not be counted.
(b) ONE DAY-NOTICE. In any case where only one day's notice is
being given,. notice must be given at least 24 hours in advance of the date
and time specified for the meeting in question, by delivery in person,
telephone, telex, TWX, facsimile or similar means of communication.
Section 6.4. WAIVER OF NOTICE. Whenever any notice is required to be given
by law or the Articles or these Bylaws, a waiver thereof in writing, signed by
the person or persons entitled to the notice, whether before or after the time
stated therein, shall be deemed equivalent to the
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giving of the notice. Neither the business to be transacted at, nor the purpose
of, a meeting need be specified in the waiver of notice of the meeting.
Attendance of a person at any meeting shall constitute a waiver of notice of the
meeting except where a person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting was not lawfully called or convened.
Section 6.5. MODIFICATION OF PROPOSAL CONTAINED IN NOTICE. Whenever the
language of a proposed resolution is included in a written notice of a meeting
required to be given under the provisions of the Pennsylvania BCL, the Articles
or these Bylaws, the meeting considering the resolution may, without further
notice, adopt it with such clarifying or other amendments as do not enlarge its
original purpose.
Section 6.6. BULK MAIL. If the Corporation has more than 30 shareholders,
notice of any regular or special meeting of the shareholders, or any other
notice required by the Pennsylvania BCL or by the Articles of these Bylaws to be
given to all shareholders or to all holders of a class or a series of shares,
may be given by any class of post-paid mail if the notice is deposited in the
United States mail at least 20 days prior to the day named for the meeting or
any corporate or shareholder action specified in the notice.
Section 6.7. SHAREHOLDER WITHOUT FORWARDING ADDRESSES. Notice or other
communications need not be sent to any shareholder with whom the Corporation has
been unable to communicate for more than 24 consecutive months because
communications to the shareholder are returned unclaimed or the shareholder has
otherwise failed to provide the Corporation with a current address. Whenever the
shareholder provides the Corporation with a current address, the Corporation
shall commence sending notices and other communications to the shareholder in
the same manner as to other shareholders.
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ARTICLE VII - LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION OF
DIRECTORS, OFFICERS AND OTHER PERSONS
Section 7.1. LIMITATION OF DIRECTORS' LIABILITY. No Director of the
Corporation shall be personally liable, as such, for monetary damages for any
action taken or any failure to take any action unless: (a) the Director has
breached or failed to perform the duties of his or her office under the
Pennsylvania BCL, and (b) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness; provided, however, that the
provisions of this Section shall not apply to the responsibility or liability of
a Director pursuant to any criminal statute, or to the liability of a Director
for the payment of taxes pursuant to Federal, state or local law.
Section 7.2. INDEMNIFICATION AND INSURANCE.
(a) Indemnification of Directors and Officers.
(i) Each Indemnitee (as defined below) shall be indemnified
and held harmless by the Corporation for all actions taken by him or her and for
all failures to take action (regardless of the date of any such action or
failure to take action) to the fullest extent permitted by Pennsylvania law
against all expense, liability and loss (including without limitation attorneys
fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in
settlement) reasonably incurred by or imposed upon the Indemnitee in connection
with any Proceeding (as defined below). No indemnification pursuant to this
Section shall be made, however, in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
(ii) The right to indemnification provided in this Section
shall include the right to have the expenses incurred by the Indemnitee in
defending any Proceeding paid by the Corporation in advance of the final
disposition of the Proceeding to the fullest extent
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permitted by Pennsylvania law; provided that, if Pennsylvania law continues so
to require, the payment of such expenses incurred by the Indemnitee in advance
of the final disposition of a Proceeding shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of the Indemnitee, to repay all
amounts so advanced without interest if it shall ultimately be determined that
the Indemnitee is not entitled to be indemnified under this Section or
otherwise.
(iii) Indemnification pursuant to this Section shall continue
as to an Indemnitee who has ceased to be a Director or officer and shall inure
to the benefit of his or her heirs, executors and administrators.
(iv) For purposes of this Article, (A) "Indemnitee" shall
mean each Director or officer of the Corporation (including, without limitation,
the Chairman Emeritus) who was or is a party to, or is threatened to be made a
party to, or is otherwise involved in, any Proceeding, by reason of the fact
that he or she is or was a representative of the Corporation or is or was
serving in any capacity at the request or for the benefit of the Corporation as
a representative of another corporation or any partnership, joint venture,
trust, employee benefit plan, or other enterprise; and (B) "Proceeding" shall
mean any threatened, pending or completed action, suit or proceeding (including
without limitation an action, suit or proceeding by or in the right of the
Corporation), whether civil, criminal, administrative, investigative or through
arbitration.
(b) INDEMNIFICATION OF EMPLOYEES AND OTHER PERSONA. The
Corporation may, by action of its Board of Directors and to the extent
provided in such action, indemnify employees and other persons as though they
were Indemnitees. To the extent that any
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such employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any Proceeding or in defense of any claim, issue
or matter therein, the Corporation shall indemnify such person against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
(c) NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification
and to the advancement of expenses provided in this Article shall not be
exclusive of any other rights that any person may have or hereafter acquire
under any statute, provision of the Articles or Bylaws, agreement, vote of
shareholders or Directors, or otherwise.
(d) INSURANCE. The Corporation may purchase and maintain
insurance, at its expense, for the benefit of any person on behalf of whom
insurance is permitted to be purchased by Pennsylvania law against any
expense, liability or loss, whether or not the Corporation would have the
power to indemnify such person under Pennsylvania or other law. The
Corporation may also purchase and maintain insurance to insure its
indemnification obligations whether arising hereunder or otherwise.
(e) FUND FOR PAYMENT OF EXPENSES. The Corporation may create a
fund of any nature, which may, but need not be, under the control of a
trustee, or otherwise may secure in any manner its indemnification
obligations, whether arising hereunder, under the Articles, by agreement,
vote of shareholders or Directors, or otherwise.
Section 7.3. AMENDMENT. The provisions of this Article VII relating to the
limitation of Directors' liability, to indemnification and to the advancement of
expenses shall constitute a contract between the Corporation and each of its
Directors and officers which may be modified as to any Director or officer in
respect of any act or omission occurring prior to the date of any such
modification only with that person's consent or as specifically provided in this
Section.
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Notwithstanding any other provision of these Bylaws relating to their amendment
generally, any repeal or amendment of this Article VII which is adverse to any
Director or officer shall apply to such Director or officer only on a
prospective basis, and shall not reduce any limitation on the personal liability
of a Director of the Corporation, or limit the rights of an Indemnitee to
indemnification or to the advancement of expenses with respect to any action or
failure to act occurring prior to the time of such repeal or amendment.
Notwithstanding any other provision of these Bylaws, no repeal or amendment of
these Bylaws shall affect any or all of this Article so as either to reduce the
limitation of Directors' liability or limit indemnification or the advancement
of expenses in any manner unless adopted by (a) the unanimous vote of the
Directors of the Corporation then serving, or (b) the affirmative vote of
shareholders entitled to cast not less than a majority of the votes that all
shareholders are entitled to cast in the election of Directors; provided that no
such amendment shall have retroactive effect inconsistent with the preceding
sentence.
Section 7.4. CHANGES IN PENNSYLVANIA LAW. References in this Article VII
to Pennsylvania law or to any provision thereof shall be to such law as it
existed on the date this Article VII was adopted or as such law thereafter may
be changed; provided that (a) in the case of any change which expands the
liability of Directors or limits the indemnification rights or the rights to
advancement of expenses which the Corporation may provide, the rights to limited
liability, to indemnification and to the advancement of expenses provided in
this Article shall continue as theretofore to the extent permitted by law; and
(b) if such change permits the Corporation without the requirement of any
further action by shareholders or Directors to limit further the liability of
Directors (or limit the liability of officers) or to provide broader
indemnification rights or rights to the advancement of expenses than the
Corporation was
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permitted to provide prior to such change, then liability thereupon shall be so
limited and the rights to indemnification and the advancement of expenses shall
be so broadened to the extent permitted by law.
ARTICLE VIII - FISCAL YEAR
Section 8.1. DETERMINATION OF FISCAL YEAR. The Board of Directors shall
have the power by resolution to fix the fiscal year of the Corporation. If the
Board of Directors shall fail to do so, the Chairman of the Board or, if there
be none, the President of the Corporation shall fix the fiscal year.
ARTICLE IX - AMENDMENTS
Section 9.1. Except as otherwise expressly provided in Section 7.3:
(a) SHAREHOLDERS. The shareholders entitled to vote thereon shall
have the power to alter, amend, or repeal these Bylaws, by the vote of
shareholders entitled to cast at least a majority of the votes which all
shareholders are entitled to cast thereon, at any regular or special
meeting, duly convened after notice to the shareholders of such purpose. In
the case of a meeting of shareholders to amend or repeal these Bylaws,
written notice shall be given to each shareholder that the purpose, or one
of the purposes, of the meeting is to consider the adoption, amendment or
repeal of the Bylaws.
(b) BOARD OF DIRECTORS. The Board of Directors (but not a
committee thereof), by a vote of the majority of Directors then in office,
shall have the power to alter, amend, and repeal these Bylaws, regardless
of whether the shareholders have previously adopted the Bylaw being amended
or repealed, subject to the power of the shareholders to change such
action, provided that the Board of Directors shall not have the power to
amend these
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Bylaws on any subject that is expressly committed to the shareholders by the
express terms hereof, by Section 1504 of the Pennsylvania BCL or otherwise.
ARTICLE X - INTERPRETATION OF BYLAWS - SEPARABILITY
Section 10.1. INTERPRETATION. All words, terms and provisions of these
Bylaws shall be interpreted and defined by and in accordance with the
Pennsylvania BCL. If any provision of these Bylaws shall be inconsistent with
any provision of the Articles, the provision of the Articles shall prevail.
Where any provision of these Bylaws refers to a rule or process as set forth in
these Bylaws, the reference shall be construed to include and be satisfied by
any rule or process on the same subject set forth in the Articles.
Section 10.2. SEPARABILITY. The provisions of these Bylaws are independent
of and separable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other or
others of them may be invalid or unenforceable in whole or in part.
ARTICLE XI - DETERMINATIONS BY THE BOARD
Section 11.1. EFFECT OF BOARD DETERMINATIONS. Any determination involving
interpretation or application of these Bylaws made in good faith by the Board of
Directors shall be final, binding and conclusive on all parties in interest.
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