EXHIBIT 3.22
BYLAWS
OF
American Cardiovascular Imaging Labs, Inc.
(a Pennsylvania corporation)
1. OFFICES AND FISCAL YEAR
1.1. REGISTERED OFFICE. The registered office of the corporation in
Pennsylvania shall be at 1610 Valley Glen Road, Elkins Park, PA 19117 until
otherwise established by an amendment of the articles or by the board of
directors and a record of such change is filed with the Department of State in
the manner provided by law.
1.2. OTHER OFFICE. The corporation may also have offices at such
other places within or without Pennsylvania as the board of directors may from
time to time appoint or the business of the corporation may require.
1.3. FISCAL YEAR. The fiscal year of the corporation shall begin
January 1 each year.
2. NOTICE - WAIVERS - MEETINGS GENERALLY
2.1. MANNER OF GIVING NOTICE.
2.1.1. General rule. Whenever written notice is required to be
given to any person under the provisions of the Business Corporation Law or by
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 telecopier, to the address
(or to the telex, TWX, telecopier or telephone number) of the person appearing
on the books of the corporation or, in the case of directors, supplied by the
directors 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 or TWX, when dispatched or, in the case of telecopier, when received. A
notice of meeting shall specify the place, day and hour of the meeting and any
other information required by the Business Corporation Law, the articles or
these bylaws.
2.1.2. Adjourned shareholder meetings. When a meeting of
shareholders is adjourned, it shall not be necessary
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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 of directors fixes a new record date for
the adjourned meeting.
2.2. NOTICE OF MEETINGS OF BOARD OF DIRECTORS. Notice of every
meeting of the board of directors shall be given to each director by telephone
or in writing at least 24 hours (in the case of notice by telephone, telex, or
telecopier) or 48 hours (in the case of notice by telegraph, courier service or
express mail) or five days (in the case of notice by first class mail) before
the time at which the meeting is to be held. Every such notice shall state the
time and place of the meeting. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the board need be specified in a
notice of a meeting of the board of directors.
2.3. NOTICE OF MEETINGS OF SHAREHOLDERS.
2.3.1. General rule. Written notice of every meeting of the
shareholders shall be given by, or at the direction of, the secretary to each
shareholder of record entitled to vote at the meeting at least:
(i) ten days prior to the day named for a meeting called to
consider a fundamental transaction under 15 Pa.C.S. Chapter 19 regarding
amendments of articles of incorporation, mergers, consolidations, share
exchanges, sale of assets, divisions, conversions, liquidations and dissolution;
or
(ii) five days prior to the day named for the meeting in any
other case.
If the secretary neglects or refuses to give notice of a meeting, the person or
persons calling the meeting may do so. In the case of a special meeting of
shareholders, the notice shall specify the general nature of the business to be
transacted.
2.3.2. Notice of action by shareholders on bylaws. In the case
of a meeting of shareholders that has as one its purposes action on the 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. There shall be included in, or enclosed with, the notice a copy of
the proposed amendment or a summary of the changes to be affected thereby.
2.4. WAIVER OF NOTICE.
2.4.1. Written waiver. Whenever any written notice is required
to be given under the provisions of the
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Business Corporation Law, 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 giving of
the notice. Except as otherwise required by this subsection, neither the
business to be transacted at, nor the purpose of, a meeting need be specified in
the waiver of notice of the meeting. In the case of a special meeting of
shareholders, the waiver of notice shall specify the general nature of the
business to be transacted.
2.4.2. Waiver by attendance. 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.
2.5. 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 Business Corporation Law or 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.
2.6. EXCEPTION TO REQUIREMENT OF NOTICE.
2.6.1. General rule. Whenever any notice or communication is
required to be given to any person under the provisions of the Business
Corporation Law or by the articles or these bylaws or by the terms of any
agreement or other instrument or as a condition precedent to taking any
corporate action and communication with that person is then unlawful, the giving
of the notice or communication to that person shall not be required.
2.6.2. Shareholders without forwarding addresses. Notice or
other communications shall 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.
2.7. USE OF CONFERENCE TELEPHONE AND SIMILAR EQUIPMENT. One or more
persons may participate in a meeting of the board of directors or the
shareholders of the corporation by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each
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other. Participation in a meeting pursuant to this section shall constitute
presence in person at the meeting.
3. SHAREHOLDERS
3.1. PLACE OF MEETING. All meetings of the shareholders of the
corporation shall be held at the registered office of the corporation unless
another place is designated by the board of directors in the notice of a
meeting.
3.2. ANNUAL MEETING. The board of directors may fix the date and
time of the annual meeting of the shareholders, but if no such date and time is
fixed by the board, the meeting for any calendar year shall be held on the first
Tuesday in February in such year, if not a legal holiday under the laws of
Pennsylvania, and, if a legal holiday, then on the next succeeding business day,
not a Saturday, at 10:00 o'clock A.M., and at said meeting the shareholders then
entitled to vote shall elect directors and shall transact such other business as
may properly be brought before the meeting. If the annual meeting shall not have
been called and held within six months after the designated time, any
shareholder may call the meeting at any time thereafter.
3.3. SPECIAL MEETINGS.
3.3.1. Call of special meetings. Special meetings of the
shareholders may be called at any time:
3.3.1.1. by the board of directors; or
3.3.1.2. unless otherwise provided in the articles, by
shareholders entitled to cast at least 20% of the vote that all shareholders are
entitled to cast at the particular meeting.
3.3.2. Fixing of time for meeting. At any time, upon written
request of any person who has called a special meeting, it shall be the duty of
the secretary to fix the time of the meeting which shall be held not more than
60 days after the receipt of the request. If the secretary neglects or refuses
to fix a time of the meeting, the person or persons calling the meeting may do
so.
3.4. QUORUM AND ADJOURNMENT.
3.4.1. General rule. A meeting of shareholders of the
corporation duly called shall not be organized for the transaction of business
unless a quorum is present. The presence (in person, by proxy or as otherwise
permitted under these bylaws or the Business Corporation Law) of shareholders
entitled to cast at least a majority of the votes that all shareholders are
entitled to cast on a particular matter to be acted upon at the meeting
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shall constitute a quorum for the purposes of consideration and action on the
matter. Shares of the corporation owned, directly or indirectly, by it and
controlled, directly or indirectly, by the board of directors of this
corporation, as such, shall not be counted in determining the total number of
outstanding shares for quorum purposes at any given time.
3.4.2. Withdrawal of a quorum. 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.
3.4.3. Adjournment for lack of quorum. If a meeting cannot be
organized because a quorum has not attended, those present may, except as
provided in the Business Corporation Law, adjourn the meeting to such time and
place as they may determine.
3.4.4. Adjournments generally. Any meeting at which directors
are to be elected shall be adjourned only from day to day, or for such longer
periods not exceeding 15 days each as the shareholders present and entitled to
vote shall direct, until the directors have been elected. Any other regular or
special meeting may be adjourned for such period as a majority of the
shareholders present and entitled to vote shall direct.
3.4.5. Electing directors at adjourned meeting. Those
shareholders entitled to vote who attend a meeting called for the election of
directors that has been previously adjourned for lack of a quorum, although less
than a quorum as fixed in this section, shall nevertheless constitute a quorum
for the purpose of electing directors.
3.4.6. Other action in absence of quorum. 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, although less than a quorum as fixed in this section, shall
nevertheless constitute a quorum for the purpose of acting upon any matter set
forth in the notice of the 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.
3.5. ACTION BY SHAREHOLDERS.
3.5.1. General rule. Except as otherwise provided in the
Business Corporation Law or the articles or these bylaws, whenever any corporate
action is to be taken by vote of the shareholders of the corporation, it shall
be authorized by a majority of the votes cast at a duly organized meeting of
shareholders by the holders of shares entitled to vote thereon.
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3.5.2. Interested shareholders. Any merger or other
transaction authorized under 15 Pa.C.S. Subchapter 19C between the corporation
or subsidiary thereof and a shareholder of this corporation, or any voluntary
liquidation authorized under 15 Pa.C.S. Subchapter 19F in which a shareholder is
treated differently from other shareholders of the same class (other than any
dissenting shareholders), shall require the affirmative vote of the shareholders
entitled to cast at least a majority of the votes that all shareholders other
than the interested shareholders are entitled to cast with respect to the
transaction, without counting the vote of the interested shareholder. For the
purposes of the preceding sentence, interested shareholder shall include the
shareholder who is a party to the transaction or who is treated differently from
other shareholders and any person, or group of persons, that is acting jointly
or in concert with the interested shareholder and any person who, directly or
indirectly, controls, is controlled by or is under common control with the
interested shareholder. An interested shareholder shall not include any person
who, in good faith and not for the purpose of circumventing this subsection, is
an agent, bank, broker, nominee or trustee for one or more other persons, to the
extent that the other person or persons are not interested shareholders.
3.5.3. Exceptions. Subsection 3.5.2 shall not apply to a
transaction:
3.5.3.1. that has been approved by a majority vote of
the board of directors without counting the vote of directors who:
(i) are directors or officers of, or have a material
equity interest in, the interested shareholder; or
(ii) were nominated for election as a director by the
interested shareholder, and first elected as a director, within 24 months of the
date of the vote on the proposed transaction; or
3.5.3.2. in which the consideration to be received by
the shareholders for shares of any class of which shares are owned by the
interested shareholder is not less than the highest amount paid by the
interested shareholder in acquiring shares of the came class.
3.5.4. Additional approvals. The approvals required by
subsection 3.5.2 shall be in addition to, and not in lieu of, any other approval
required by the Business Corporation Law, the articles or these bylaws, or
otherwise.
3.6. ORGANIZATION. At every meeting of the shareholders, the
chairman of the board, if there be one, or, in
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the case of vacancy in office or absence of the chairman of the board, one of
the following officers present in the order stated: the vice chairman of the
board, if there be one, the president, the vice president in their order of rank
and seniority, or a person chosen by vote of the shareholders present, shall act
as chairman of the meeting. The secretary or, in the absence of the secretary,
an assistant secretary, or in the absence of both the secretary and assistant
secretaries, a person appointed by the chairman of the meeting, shall act as
secretary.
3.7. VOTING RIGHTS OF SHAREHOLDERS. Unless otherwise provided in the
articles, every shareholder of the corporation shall be entitled to one vote for
every share standing in the name of the shareholder of the books of the
corporation.
3.8. VOTING AND OTHER ACTION BY PROXY.
3.8.1. General rule.
3.8.1.1. Every shareholder entitled to vote at a meeting
of shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person to act for the shareholder by
proxy.
3.8.1.2. The presence of, or vote or other action at a
meeting of shareholders, or the expression of consent or dissent to corporate
action in writing, by a proxy of a shareholder shall constitute the presence of,
or vote or action by, or written consent or dissent of the shareholder.
3.8.1.3. Where two or more proxies of a shareholder are
present, the corporation shall, unless otherwise expressly provided in the
proxy, accept as the vote of all shares represented thereby the vote cast by a
majority of them and, if a majority of the proxies cannot agree whether the
shares represented shall be voted or upon the manner of voting the shares, the
voting of the shares shall be divided equally among those persons.
3.8.2. Minimum requirements. Every proxy shall be executed in
writing by the shareholder or by the duly authorized attorney-in-fact of the
shareholder and filed with the secretary of the corporation. A proxy, unless
coupled with an interest, 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
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exercised, written notice of the death or incapacity is given to the secretary
of the corporation.
3.8.3. Expenses. Unless otherwise restricted in the articles,
the corporation shall pay the reasonable expenses of solicitation of votes,
proxies or consents of shareholders by or on behalf of the board of directors or
its nominees for election to the board, including solicitation by professional
proxy solicitors and otherwise.
3.9. VOTING BY FIDUCIARIES AND PLEDGEES. Shares of the corporation
standing in the name of a trustee or other fiduciary and shares held by an
assignee for the benefit of creditors or by a receiver may be voted by the
trustee, fiduciary, assignee or receiver. A shareholder whose shares are pledged
shall be entitled to vote the shares until the shares have been transferred into
the name of the pledgee, or a nominee of the pledgee, but nothing in this
section shall affect the validity of a proxy given to a pledgee or nominee.
3.10. VOTING BY JOINT HOLDERS OF SHARES.
3.10.1. General rule. Where shares of the corporation are held
jointly or as tenants in common by two or more persons, as fiduciaries or
otherwise:
3.10.1.1. if only one or more of such persons is present
in person or by proxy, all of the shares standing in the names of such persons
shall be deemed to be represented for the purpose of determining a quorum and
the corporation shall accept as the vote of all the shares the vote cast by a
joint owner or a majority of them; and
3.10.1.2. if the persons are equally divided upon
whether the shares held by them shall be voted or upon the manner of voting the
shares, the voting of the shares shall be divided equally among the persons
without prejudice to the rights of the joint owners or the beneficial owners
thereof among themselves.
3.10.2. Exception. If there has been filed with the secretary
of the corporation a copy, certified by an attorney at law to be correct, of the
relevant portions of the agreement under which the shares are held or the
instrument by which the trust or estate was created or the order of court
appointing them or of an order of court directing the voting of the shares, the
persons specified as having such voting power in the document latest in date of
operative effect so filed, and only those
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persons, shall be entitled to vote the shares but only in accordance therewith.
3.11. VOTING BY CORPORATIONS.
3.11.1. Voting by corporate shareholders. Any corporation that
is a shareholder of this corporation may vote by any of its officers or agents,
or by proxy appointed by any officer or agent, unless some other person, by
resolution of the board of directors of the other corporation or provision of
its articles or bylaws a copy of which resolution or provision certified to be
correct by one of its officers has been filed with the secretary of this
corporation, is appointed its general or special proxy in which case that person
shall be entitled to vote the shares.
3.11.2. Controlled shares. Shares of this corporation owned,
directly or indirectly, by it and controlled, directly or indirectly, by the
board of directors of this corporation, as such, shall not be voted at any
meeting and shall not be counted in determining the total number of outstanding
shares for voting purposes at any given time.
3.12. DETERMINATION OF SHAREHOLDERS OF RECORD.
3.12.1. Fixing record date. The board of directors 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 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 fixes a new record date for
the adjourned meeting.
3.12.2. Determination when a record date is not 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 date 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.
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(ii) The record date for determining shareholders entitled to
express consent or dissent to corporate action in writing without a meeting,
when prior action by the board of directors is not necessary, shall be the close
of business on the day on which the first written consent or dissent is filed
with the secretary of the corporation.
(iii) 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.
3.13. VOTING LISTS.
3.13.1. General rule. 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 of 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.
3.13.2. Effect of list. Failure to comply with the
requirements of this section shall not affect the validity of any action taken
at a meeting prior to a demand at the meeting by any shareholder entitled to
vote thereat to examine the list. The original share register or transfer book,
or a duplicate thereof kept in this Commonwealth, shall be prima facie evidence
as to who are the shareholders entitled to examine the list or share register or
transfer book or to vote at any meeting of shareholders.
3.14. JUDGES OF ELECTION.
3.14.1. Appointment. In advance of any meeting of shareholders
of the corporation, the board of directors may appoint judges of election, who
need not be shareholders, to act at the meeting or any adjournment thereof. If
judges of election are not so appointed, the presiding officer of the meeting
may, and on the request of any shareholder shall, appoint judges of election at
the meeting. The number of judges shall be one or three. A person who is a
candidate for office to be filled at the meeting shall not act as a judge.
3.14.2. Vacancies. In case any person appointed as a judge
fails to appear or fails 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 thereof.
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3.14.3. Duties. The judges of election shall determine the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, receive votes or ballots, hear and determine all
challenges and questions in any way arising in connection with the right to
vote, count and tabulate all votes, determine the result and do such acts as may
be proper to conduct the election or vote with fairness to all shareholders. The
judges of election shall perform their duties impartially, in good faith, to the
best of their ability and as expeditiously as is practical. If there are three
judges of election, the decision, act or certificate of a majority shall be
effective in all respects as the decision, act or certificate of all.
3.14.4. Report. On request of the presiding officer of the
meeting, or of any shareholder, the judge shall make a report in writing of any
challenge or question or matter determined by them, and execute a certificate of
any fact found by them. Any report or certificate made by them shall be prima
facie evidence of the facts stated therein.
3.15. CONSENT OF SHAREHOLDERS IN LIEU OF MEETING.
3.15.1. Unanimous written consent. 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.
3.15.2. Partial written consent. 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 upon the written consent of
shareholders who would have been entitled to cast the minimum number of votes
that would be necessary to authorize the action at a meeting at which all
shareholders entitled to vote thereon were present and voting. The consent(s)
shall be filed with the secretary of the corporation. The action shall not
become effective until after at least ten days' written notice of the action has
been given to each shareholder entitled to vote thereon who has not consented
thereto.
3.16. MINORS AS SECURITY HOLDERS. The corporation may treat a minor
who holds shares or obligations of the corporation as having capacity to receive
and to empower others to receive dividends, interest, principal and other
payments or distributions, to vote or express consent or dissent and to make
elections and exercise rights relating to such shares or obligations unless, in
the case of payments or distributions on
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shares, the corporate officer responsible for maintaining the list of
shareholders or the transfer agent of the corporation or, in the case of
payments or distributions on obligations, the treasurer or paying officer or
agent has received written notice that the holder is a minor.
4. BOARD OF DIRECTORS
4.1. POWERS; PERSONAL LIABILITY.
4.1.1. General rule. Unless otherwise provided by statute, all
powers vested by law in 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.
4.1.2. Standard of care; justifiable reliance. A director
shall stand in a fiduciary relation to the corporation and shall perform his or
her duties as a director, including duties as a member of any committee of the
board upon which the director may serve, in good faith, in a manner the director
reasonably believes to be in the best interests of the corporation and with such
care, including reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances. In performing his or her duties,
a director shall be entitled to rely in good faith on information, opinions,
reports or statements, including financial statements and other financial data,
in each case prepared or presented by any of the following:
4.1.2.1. One or more officers or employees of the
corporation whom the director reasonably believes to be reliable and competent
in the matters presented.
4.1.2.2. Counsel, public accountants or other persons as
to matters which the director reasonably believes to be within the professional
or expert competence of such person.
4.1.2.3. A committee of the board upon which the
director does not serve, duly designated in accordance with law, as to matters
within its designated authority, which committee the director reasonably
believes to merit confidence.
A director shall not be considered to be acting in good faith if the director
has knowledge concerning the matter in question that would cause his or her
reliance to be unwarranted.
4.1.3. Consideration of factors. In discharging the duties of
their respective positions, the board of directors, committees of the board and
individual directors may, in considering the best interests of the corporation,
consider the effects of any action upon employees, upon suppliers and
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customers of the corporation and upon communities in which offices or other
establishments of the corporation are located, and all other pertinent factors.
The consideration of those factors shall not constitute a violation of
subsection 4.1.2.
4.l.4. Presumption. Absent breach of fiduciary duty, lack of
good faith or self-dealing, actions taken as a director or any failure to take
any action shall be presumed to be in the best interests of the corporation.
4.1.5. Personal liability of directors.
4.1.5.1. A director shall not be personally liable, as
such, for monetary damages for any action taken, or any failure to take any
action, unless:
(i) the director has breached or failed to perform the
duties of his or her office under this section; and
(ii) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.
4.1.5.2. The provisions of paragraph (1) shall not apply
to the responsibility or liability of a director pursuant to any criminal
statute, or the liability of a director for the payment of taxes pursuant to
local, state or Federal law.
4.1.6. Notation of dissent. A director who is present at a
meeting of the board of directors, or of a committee of the board, at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless his or her dissent is entered in the minutes of the
meeting or unless the director files a written dissent to the action with the
secretary of the meeting before the adjournment thereof or transmits the dissent
in writing to the secretary of the corporation immediately after the adjournment
of the meeting. The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this section shall bar a director from asserting
that minutes of the meeting incorrectly omitted his or her dissent if, promptly
upon receipt of a copy of such minutes, the director notifies the secretary in
writing, of the asserted omission or inaccuracy.
4.2. OUALIFICATION AND SELECTION OF DIRECTORS.
4.2.1. Qualifications. Each director of the corporation shall
be a natural person of full age who need not be a resident of Pennsylvania or a
shareholder of the corporation.
4.2.2. Election of directors. Except as otherwise provided in
these bylaws, directors of the corporation shall be elected by a majority vote
of the shareholders. In elections for
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directors, voting need not be by ballot, except upon demand made by a
shareholder entitled to vote at the election and before the voting begins.
4.3. NUMBER AND TERM OF OFFICE OF DIRECTORS.
4.3.1. Number. The board of directors shall consist of one (1)
director or such number as may be determined from time to time by resolution of
the board of directors.
4.3.2. Term of office. Each director shall hold office until
the expiration of the term for which he or she was elected and until a successor
has been selected and qualified or until his or her earlier death, resignation
or removal. A decrease in the number of directors shall not have the effect of
shortening the term of any incumbent director.
4.3.3. Resignation. Any director may resign at any time upon
written notice to the corporation. The resignation shall be effective upon
receipt thereof by the corporation or at such subsequent time as shall be
specified in the notice of resignation.
4.4. VACANCIES.
4.4.1. General rule. Vacancies in 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, and each person so selected
shall be a director to serve for the balance of the unexpired term, and until a
successor has been selected and qualified or until his or her earlier death,
resignation or removal.
4.4.2. Action by resigned directors. When one or more
directors resign from the board effective at a future date, the directors then
in office, including those who have so resigned, shall have power by the
applicable vote to fill the vacancies, the vote thereon to take effect when the
resignations become effective.
4.5. REMOVAL OF DIRECTORS.
4.5.1. Removal by the shareholders. The entire board of
directors, or any class of the board, or any individual director may be removed
from office without assigning any cause by the vote of shareholders. In case the
board or any one or more directors are so removed, new directors may be elected
at the same meeting.
4.5.2. Removal by the board. The board of directors may
declare vacant the office of a director who has
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been judicially declared of unsound mind or who has been convicted of an offense
punishable by imprisonment for a term of more than one year or if, within 60
days after notice of his or her selection, the director does not accept the
office either in writing or by attending a meeting of the board of directors.
4.6. PLACE OF MEETINGS. Meetings of the board of directors may be
held at such place within or without Pennsylvania as the board of directors may
from time to time appoint or as may be designated in the notice of the meeting.
4.7. ORGANIZATION OF MEETINGS. At every meeting of the board of
directors, the chairman of the board, if there be one, or, in the case of a
vacancy in the office or absence of the chairman of the board, one of the
following officers present in the order stated: the vice chairman of the board,
if there be one, the president, the vice presidents in their order of rank and
seniority, or a person chosen by a majority of the directors present, shall act
as chairman of the meeting. The secretary or, in the absence of the secretary,
an assistant secretary, or, in the absence of the secretary and the assistant
secretaries, any person appointed by the chairman of the meeting, shall act as
secretary.
4.8. REGULAR MEETINGS. Regular meetings of the board of directors
shall be held at such time and place as shall be designated from time to time by
resolution of the board of directors.
4.9. SPECIAL MEETINGS. Special meetings of the board of directors
shall be held whenever called by the chairman or by two or more of the
directors.
4.10. QUORUM OF AND ACTION BY DIRECTORS.
4.10.1. General rule. A majority of the directors in office of
the corporation 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.
4.10.2. Action by written consent. Any action required or
permitted to be taken at a meeting of the directors may be taken without a
meeting if, prior or subsequent to the action, a consent or consents thereto by
all of the directors in office is filed with the secretary of the corporation.
4.11. COMPENSATION. The board of directors shall have the authority
to fix compensation of directors for their services as directors and a director
may be a salaried officer of the corporation.
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5. OFFICERS
5.1. OFFICERS GENERALLY.
5.1.1. Number. qualification and designation. The officers of
the Corporation shall be a president, a secretary, a treasurer, and such other
officers as may be elected in accordance with the provisions of Section 5.3.
Officers may but need not be directors or shareholders of the corporation. The
president and secretary shall be natural persons of full age. The treasurer may
be a corporation, but if a natural person shall be of full age. The board of
directors may elect from among the members of the board a chairman of the board
and a vice chairman of the board who shall be officers of the corporation. Any
number of offices may be held by the same person.
5.1.2. Resignations. Any officer may resign at any time upon
written notice to the corporation. The resignation shall be effective upon
receipt thereof by the corporation or at such subsequent time as may be
specified in the notice of resignation.
5.1.3. Bonding. The corporation may secure the fidelity of any
or all of its officers by bond or otherwise.
5.1.4. Standard of care. Except as otherwise provided in the
articles, an officer shall perform his or her duties as an officer in good
faith, in a manner he or she reasonably believes to be in the best interests of
the corporation and with such care, including reasonable inquiry, skill and
diligence, as a person of ordinary prudence would use under similar
circumstances. A person who so performs his or her duties shall not be liable by
reason of having been an officer of the corporation.
5.2. ELECTION AND TERM OF OFFICE. The officers of the corporation,
except those elected by delegated authority pursuant to Section 5.3 shall be
elected annually by the board of directors, and each such officer shall hold
office for a term of one year and until a successor has been selected and
qualified or until his or her earlier death, resignation or removal.
5.3. SUBORDINATE OFFICERS, COMMITTEES AND AGENTS. The board of
directors may from time to time elect such other officers and appoint such
committees, employees or other agents as the business of the corporation may
require, including one or more assistant secretaries, and one or more assistant
treasurers, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these bylaws or as the board of
directors may from time to time determine. The board of directors may delegate
to any officer or committee the power to elect subordinate officers and to
retain
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or appoint employees or other agents, or committees thereof and to prescribe the
authority and duties of such subordinate officers, committees, employees or
other agents.
5.4. REMOVAL OF OFFICERS AND AGENTS. Any officer or agent of the
corporation may be removed by the board of directors with or without cause. The
removal shall be without prejudice to the contract rights, if any, of any person
so removed. Election or appointment of an officer or agent shall not of itself
create contract rights
5.5. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, shall be filled by
the board of directors or by the officer or committee to which the power to fill
such office has been delegated pursuant to Section 5.3 as the case may be, and
if the office is one for which these bylaws prescribe a term, shall be filled
for the unexpired portion of the term.
5.6. AUTHORITY. All officers of the corporation, as between
themselves and the corporation, shall have such authority and perform such
duties in the management of the corporation as may be provided by or pursuant to
resolution or orders of the board of directors or in the absence of controlling
provisions in the resolutions or orders of the board of directors, as may be
determined by or pursuant to these bylaws.
5.7. THE CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The chairman of
the board or in the absence of the chairman, the vice chairman of the board,
shall preside at all meetings of the shareholders and of the board of directors
and shall perform such other duties as may from time to time be requested by the
board of directors.
5.8. THE PRESIDENT. The president shall be the chief executive
officer of the corporation and shall have general supervision over the business
and operations of the corporation, subject however, to the control of the board
of directors. The president shall sign, execute, and acknowledge, in the name of
the corporation, deeds, mortgages, contracts or other instruments authorized by
the board of directors, except in cases where the signing and execution thereof
shall be expressly delegated by the board of directors, or by these bylaws, to
some other officer or agent of the corporation; and, in general, shall perform
all duties incident to the office of president and such other duties as from
time to time may be assigned by the board of directors.
5.9. THE SECRETARY. The secretary or an assistant secretary shall
attend all meetings of the shareholders and of the board of directors and shall
record all votes of the shareholders and of the directors and the minutes of the
meetings of the shareholders and of the board of directors and of
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committees of the board in a book or books to be kept for that purpose; shall
see that notices are given and records and reports properly kept and filed by
the corporation as required by law; shall be the custodian of the seal of the
corporation and see that it is affixed to all documents to be executed on behalf
of the corporation under its seal; and, in general, shall perform all duties
incident to the office of secretary, and such other duties as may from time to
time be assigned by the board of directors or the president.
5.10. THE TREASURER. The treasurer or an assistant treasurer shall
have or provide for the custody of the funds or other property of the
corporation; shall collect and receive or provide for the collection and receipt
of moneys earned by or in any manner due to or received by the corporation;
shall deposit all funds in his or her custody as treasurer in such banks or
other places of deposit as the board of directors may from time to time
designate; shall, whenever so required by the board of directors, render an
account showing all transactions as treasurer and the financial condition of the
corporation; and, in general, shall discharge such other duties as may from time
to time be assigned by the board of directors or the president.
5.11. SALARIES. The salaries of the officers elected by the board of
directors shall be fixed from time to time by the board of directors or by such
officer as may be designated by resolution of the board. The salaries or other
compensation of any other officers, employees and other agents shall be fixed
from time to time by the officer or committee to which the power to elect such
officers or to retain or appoint such employees or other agents has been
delegated pursuant to Section 5.3. No officer shall be prevented from receiving
such salary or other compensation by reason of the fact that the officer is also
a director of the corporation.
5.12. DISALLOWED COMPENSATION. Any payments made to an officer or
employee of the corporation such as a salary, commission, bonus, interest, rent,
travel or entertainment expense incurred by him, which shall be disallowed in
whole or in part as a deductible expense by the Internal Revenue Service, shall
be reimbursed by such officer or employee to the corporation to the full extent
of such disallowance. It shall be the duty of the directors, as a Board, to
enforce payment of each such amount disallowed. In lieu of payment by the
officer or employee, subject to the determination of the directors,
proportionate amounts may be withheld from future compensation payments until
the amount owed to the corporation has been recovered.
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6. CERTIFICATES OF STOCK, TRANSFER, ETC.
6.1. SHARE CERTIFICATES. Certificates for shares of the corporation
shall be in such form as approved by the board of directors, and shall state
that the corporation is incorporated under the laws of Pennsylvania, the name of
the person to whom issued, and the number and class of shares and the
designation of the series (if any) that the certificate represents. The share
register or transfer books and blank share certificates shall be kept by the
secretary or by any transfer agent or registrar designated by the board of
directors for that purpose.
6.2. ISSUANCE. The share certificates of the corporation shall be
numbered and registered in the share register or transfer books of the
corporation as they are issued. They shall be signed by the president or a vice
president and by the secretary or an assistant secretary or the treasurer or an
assistant treasurer, and shall bear 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 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. The provisions
of this Section shall be subject to any inconsistent or contrary agreement at
the time between the corporation and any transfer agent or registrar.
6.3. TRANSFER. Transfers of shares shall be made on the share
register or transfer books of the corporation upon surrender of the certificate
therefor, endorsed by the person named in the certificate or by an attorney
lawfully constituted in writing. No transfer shall be made inconsistent with the
provisions of the Uniform Commercial Code, 13 Pa.C.S. ss.8101 et seq., and its
amendments and supplements.
6.4. RECORD HOLDER OF SHARES. The corporation shall be entitled to
treat the person in whose name any share or shares of the corporation stand on
the books of the corporation as the absolute owner thereof, and 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.
6.5. LOST. DESTROYED OR MUTILATED CERTIFICATES. The holder of any
shares of the corporation shall immediately notify the corporation of any loss,
destruction or mutilation of the certificate therefor, and the board of
directors may, in its discretion, cause a new certificate or certificates to be
issued to such holder, in case of mutilation of the certificate, upon
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the surrender of the mutilated certificate or, in case of loss or destruction of
the certificate, upon satisfactory proof of such loss or destruction and, if the
board of directors shall so determine, the deposit of a bond in such form and in
such sum, and with such surety or sureties, as it may direct.
7. INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER AUTHORIZED
REPRESENTATIVES
7.1. SCOPE OF INDEMNIFICATION.
7.1.1. General rule. The corporation shall indemnify an
indemnified representative against any liability incurred in connection with any
proceeding in which the indemnified representative may be involved as a party or
otherwise by reason of the fact that such person is or was serving in an
indemnified capacity, including, without limitation, liabilities resulting from
any actual or alleged breach or neglect or duty, error, misstatement or
misleading statement, negligence, gross negligence or act giving rise to strict
or products liability, except:
7.1.1.1. where such indemnification is expressly
prohibited by applicable law;
7.1.1.2. where the conduct of the indemnified
representative has been finally determined pursuant to Section 7.6 or otherwise:
(i) to constitute willful misconduct or recklessness
within the meaning of 15 Pa.C.S. ss.513(b) and ss.1746(b) and 42 Pa.C.S.
ss.8365(b) or any superseding provision of law sufficient in the circumstances
to bar indemnification against liabilities arising from the conduct; or
(ii) to be based upon or attributable to the receipt by
the indemnified representative from the corporation of a personal benefit to
which the indemnified representative is not legally entitled; or
7.1.1.3. to the extent such indemnification has been
finally determined in a final adjudication pursuant to Section 7.6 to be
otherwise unlawful.
7.1.2. Partial payment. If an indemnified representative is
entitled to indemnification in respect of a portion, but not all, of any
liabilities to which such person may be subject, the corporation shall indemnify
such indemnified representative to the maximum extent for such portion of the
liabilities.
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7.1.3. Presumption. The termination of a proceeding by
judgment, order, settlement or conviction or upon a plea of nolo contendere or
its equivalent shall not of itself create a presumption that the indemnified
representative is not entitled to indemnification.
7.1.4. Definitions. For purposes of this Article:
7.1.4.1. "indemnified capacity" means any and all past,
present and future service by an indemnified representative in one or more
capacities as a director, officer, employee or agent of the corporation, or, at
the request of the corporation, as a director, officer, employee, agent,
fiduciary or trustee of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise;
7.1.4.2. "indemnified representative" means any and all
directors and officers of the corporation and any other person designated as an
indemnified representative by the board of directors of the corporation (which
may, but not, include any person serving at the request of the corporation, as a
director, officer, employee, agent, fiduciary or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity or
enterprise);
7.1.4.3. "liability" means any damage, judgment, amount
paid in settlement, fine, penalty, punitive damages, excise tax assessed with
respect to an employee benefit plan, or cost or expense, of any nature
(including, without limitation, attorneys fees and disbursements); and
7.1.4.4. "proceeding" means any threatened, pending or
completed action, suit, appeal or other proceeding of any nature, whether civil,
criminal, administrative or investigative, whether formal or informal, and
whether brought by or in the right of the corporation, a class of its security
holders or otherwise.
7.2. PROCEEDINGS INITIATED BY INDEMNIFIED REPRESENTATIVES.
Notwithstanding any other provision of this Article, the corporation shall not
indemnify under this Article an indemnified representative for any liability
incurred in a proceeding initiated (which shall not be deemed to include
counter-claims or affirmative defenses) or participated in as an intervenor or
amicus curiae by the person seeking indemnification unless such initiation of or
participation in the proceeding is authorized, either before or after its
commencement, by the affirmative vote of a majority of the directors in office.
This section does not apply to a reimbursement of expenses incurred in
successfully prosecuting or defending an arbitration under
21
Section 7.6 or otherwise successfully prosecuting or defending the rights of an
indemnified representative granted by or pursuant to this Article.
7.3. ADVANCING EXPENSES. The corporation shall pay the expenses
(including attorneys' fees and disbursements) incurred in good faith by an
indemnified representative in advance of the final disposition of a proceeding
described in Section 7.1 the initiation of or participation in which is
authorized pursuant to Section 7.2 upon receipt of an undertaking by or on
behalf of the indemnified representative to repay the amount if it is ultimately
determined pursuant to Section 7.6 that such person is not entitled to be
indemnified by the corporation pursuant to this Article. The financial ability
of an indemnified representative to repay an advance shall not be a prerequisite
to the making of such advance.
7.4. SECURING OF INDEMNIFICATION OBLIGATIONS. To further effect,
satisfy or secure the indemnification obligations provided herein or otherwise,
the corporation may maintain insurance, obtain a letter of credit, act as self-
insurer, create a reserve, trust, escrow, cash collateral or other fund or
account, enter into indemnification agreements, pledge or grant a security
interest in any assets or properties of the corporation, or use any other
mechanism or arrangement whatsoever in such amounts, at such costs, and upon
such other terms and conditions as the board of directors shall deem
appropriate. Absent fraud, the determination of the board of directors with
respect to such amounts, costs, terms and conditions shall be conclusive against
all security holders, officers and directors and shall not be subject to
voidability.
7.5. PAYMENT OF INDEMNIFICATION. An indemnified representative shall
be entitled to indemnification within 30 days after a written request for
indemnification has been delivered to the secretary of the corporation.
7.6. ARBITRATION.
7.6.1. General rule. Any dispute related to the right to
indemnification, contribution or advancement of expenses as provided under this
Article, except with respect to indemnification for liabilities arising under
the Securities Act of 1933 that the corporation has undertaken to submit to a
court for adjudication, shall be decided only by arbitration in the metropolitan
area in which the principal executive offices of the corporation are located at
the time, in accordance with the commercial arbitration rules then in effect of
the American Arbitration Association, before a panel of three arbitrators, one
of whom shall be selected by the corporation, the second of whom shall be
selected by the indemnified representative and third of whom shall be selected
by the other two arbitrators. In the
22
absence of the American Arbitration Association, or if any reason arbitration
under the arbitration rules of the American Arbitration Association cannot be
initiated, or if one of the parties fails or refuses to select an arbitrator or
if the arbitrators selected by the corporation and the indemnified
representative cannot agree on the selection of the third arbitrator within 30
days after such time as the corporation and the indemnified representative have
each been notified of the selection of the other's arbitrator, the necessary
arbitrator or arbitrators shall be selected by the presiding judge of the court
of general jurisdiction in such metropolitan area.
7.6.2. Burden of proof. The party or parties challenging the
right of an indemnified representative to the benefits of this Article shall
have the burden of proof.
7.6.3. Expenses. The corporation shall reimburse an
indemnified representative for the expenses (including attorneys' fees and.
disbursements) incurred in successfully prosecuting or defending such
arbitration.
7.6.4. Effect. Any award entered by the arbitrators shall be
final, binding and nonappealable and judgement may be entered thereon by any
party in accordance with applicable law in any court of competent jurisdiction,
except that the corporation shall be entitled to interpose as a defense in any
such judicial enforcement proceeding any prior final judicial determination
adverse to the indemnified representative under Section 7.1.1.2 in a proceeding
not directly involving indemnification under this Article. This arbitration
provision shall be specifically enforceable.
7.7. CONTRIBUTION. If the indemnification provided for in this
Article or otherwise is unavailable for any reason in respect of any liability
or portion thereof, the corporation shall contribute to the liabilities to which
the indemnified representative may be subject in such proportion as is
appropriate to reflect the intent of this Article or otherwise.
7.8. MANDATORY INDEMNIFICATION OF DIRECTORS, OFFICERS, ETC. To the
extent that an authorized representative of the corporation has been successful
on the merits or otherwise in defense of any action or proceeding referred to in
l5 Pa.C.S. ss.1741 or ss.1742 or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys'
fees and disbursements) actually and reasonably incurred by such person in
connection therewith.
7.9. CONTRACT RIGHTS: AMENDMENT OR REPEAL. All rights under this
Article shall be deemed a contract between the corporation and the indemnified
representative pursuant to which
23
the corporation and each indemnified representative intend to be legally bound.
Any repeal, amendment or modification hereof shall be prospective only and shall
not affect any rights or obligations then existing.
7.10. SCOPE OF ARTICLE. The rights granted by this Article shall not
be deemed exclusive of any other rights to which those seeking indemnification,
contribution or advancement of expenses may be entitled under any statute,
agreement, vote of shareholders or disinterested directors or otherwise both as
to action in an indemnified capacity and as to action in any other capacity. The
indemnification, contribution and advancement of expenses provided by or granted
pursuant to this Article shall continue as to a person who has ceased to be an
indemnified representative in respect of matters arising prior to such time, and
shall inure to the benefit of the heirs, executors, administrators and personal
representatives of such a person.
7.11. RELIANCE ON PROVISIONS. Each person who shall act as an
indemnified representative of the corporation shall be deemed to be doing so in
reliance upon the rights provided in this Article.
7.12. INTERPRETATION. The provisions of this Article are intended to
constitute bylaws authorized by 15 Pa.C.S. ss.513 and ss.1746 and 42 Pa.C.S.
ss.8365.
8. MISCELLANEOUS
8.1. SEAL. The corporation seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Pennsylvania".
8.2. CHECKS. All checks, notes, bills of exchange or other orders in
writing shall be signed by such person or persons as the board of directors or
any person authorized by resolution of the board of directors may from time to
time designate.
8.3. CONTRACTS.
8.3.1. General rule. Except as otherwise provided in the
Business Corporation Law in the case of transactions that require action by the
shareholders, the board of directors may authorize any officer or agent to enter
into any contract or to execute or deliver any instrument on behalf of the
corporation, and such authority may be general or confined to specific
instances.
8.3.2. Statutory form of execution of instruments. Any note,
mortgage, evidence of indebtedness, contract or other document, or any
assignment or endorsement thereof, executed or entered into between the
corporation and any other person, when
24
signed by one or more officers or agents having actual or apparent authority to
sign it, or by the (i) president or vice president and (ii) secretary or
assistant secretary or treasurer or assistant treasurer of the corporation,
shall be held to have been properly executed for and on behalf of the
corporation, without prejudice to the rights of the corporation against any
person who shall have executed the instrument in excess of his or her actual
authority.
8.4. INTERESTED DIRECTORS OR OFFICERS; QUORUM.
8.4.1. General rule. A contract or transaction between the
corporation and one or more of its directors or officers or between the
corporation and another corporation, partnership, joint venture, trust or other
enterprise in which one or more of its directors or officers are directors or
officers or have a financial or other interest, shall not be void or voidable
solely for that reason, or solely because the director or officer is present at
or participates in the meeting of the board of directors that authorizes the
contract or transaction, or solely because his, her or their votes are counted
for that purpose, if:
(i) the material facts as to the relationship or interest and
as to the contract or transaction are disclosed or are known to the board of
directors and the board authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors even though the
disinterested directors are less than a quorum;
(ii) the material facts as to his or her relationship or
interest and as to the contract or transaction are disclosed or are known to the
shareholders entitled to vote thereon and the contract or transaction is
specifically approved in good faith by vote of those shareholders; or
(iii) the contract or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified by the board
of directors or the shareholders.
8.4.2. Quorum. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the board which
authorizes a contract or transaction specified in subsection 8.4.1.
8.5. DEPOSITS. All funds of the corporation shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositaries as the board of directors may approve or designate, and all
such funds shall be withdrawn only upon checks signed by such one or more
officers or
25
employees as the board of directors shall from time to time determine.
8.6. CORPORATE RECORDS.
8.6.1. Required records. The corporation shall keep complete
and accurate books and records of account, minutes of the proceedings of the
incorporators, shareholders and directors and a share register giving the names
and addresses of all shareholders and the number and class of shares held by
each. The share register shall be kept at either the registered office of the
corporation in Pennsylvania or at its principal place of business wherever
situated or at the office of its registrar or transfer agent. Any books, minutes
or other records may be in written form or any other form capable of being
converted into written form within a reasonable time.
8.6.2. Right of inspection. Every shareholder shall, upon
written verified demand stating the purpose thereof, have a right to examine, in
person or by agent or attorney, during the usual hours for business for any
proper purpose, the share register, books and records of account, and records of
the proceedings of the incorporators, shareholders and directors and to make
copies or extracts therefrom. A proper purpose shall mean a purpose reasonably
related to the interest of the person as a shareholder. In every instance where
an attorney or other agent is the person who seeks the right of inspection, the
demand shall be accompanied by a verified power of attorney or other writing
that authorizes the attorney or other agent to so act on behalf of the
shareholder. The demand shall be directed to the corporation at its registered
office in Pennsylvania or at its principal place of business wherever situated.
8.7. FINANCIAL REPORTS. Unless otherwise agreed between the
corporation and a shareholder, the corporation shall furnish to its shareholders
annual financial statements, including at least a balance sheet as of the end of
each fiscal year and a statement of income and expenses for the fiscal year. The
financial statements shall be prepared on the basis of generally accepted
accounting principals, if the corporation prepares financial statements for the
fiscal year on that basis for any purpose, and may be consolidated statements of
the corporation and one or more of its subsidiaries. The financial statements
shall be mailed by the corporation to each of its shareholders entitled thereto
within 120 days after the close of each fiscal year and, after the mailing and
upon written request, shall be mailed by the corporation to any shareholder or
beneficial owner entitled thereto to whom a copy of the most recent annual
financial statements has not previously been mailed. Statements that are audited
or reviewed by a public accountant shall be accompanied by the report of the
accountant;
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in other cases, each copy shall be accompanied by a statement of the person in
charge of the financial records of the corporation:
8.7.1. Stating his reasonable belief as to whether or not the
financial statements were prepared in accordance with generally accepted
accounting principles and, if not, describing the basis of presentation.
8.7.2. Describing any material respects in which the financial
statements were not prepared on a basis consistent with those prepared for the
previous year.
8.8. AMENDMENT OF BYLAWS. These bylaws may be amended or repealed,
or new bylaws may be adopted, either (i) by vote of the shareholders at any duly
organized annual or special meeting of shareholders, or (ii) with respect to
those matters that are not by statute committed expressly to the shareholders
and regardless of whether the shareholders have previously adopted or approved
the bylaw being tended or repealed, by vote of a majority of the board of
directors of the corporation in office at any regular or special meeting of
directors. Any change in these bylaws shall take effect when adopted unless
otherwise provided in the resolution effecting the change.
* * * * * *
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