Exhibit 3(ii)
BY-LAWS OF
QNB CORP.
AMENDED AND RESTATED
AS OF MAY 17, 2005
ARTICLE I. OFFICES
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 shall, from time to time,
determine.
Section 1.2 Other Offices. The Corporation may also have
offices at such other places within or without the Commonwealth of
Pennsylvania, as the Board of Directors may, from time to time,
determine.
ARTICLE II. SHAREHOLDERS
Section 2.1 Place of Shareholders' Meetings. Meetings of
shareholders shall be held at such places within or without the
Commonwealth of Pennsylvania as may be fixed by the Board of Directors,
from time to time. 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. A meeting of the shareholders of
the Corporation shall be held in each calendar year, on such date and
at such time as the Board of Directors may determine, but in any event
on or before March 31 of each year.
At such annual meeting, there shall be held an election of
Directors.
Unless the Board of Directors shall deem it advisable,
financial reports of the Corporation's business need not be sent to the
shareholders and need not be presented at the annual meeting except as
otherwise may be required by applicable law. If any report is deemed
advisable by the Board of Directors, such report may contain such
information as the Board of Directors shall determine and need not be
certified by a Certified Public Accountant unless the Board of
Directors shall so direct.
Section 2.3 Special Meetings. Special meetings of the
shareholders may be called at any time:
a. By the President of the Corporation; or
b. By a majority of the Board of Directors.
Upon the written request of any person or persons entitled to call a
special meeting, which request shall set forth the purpose for which
the meeting is desired, it shall be the duty of the Secretary to fix
the date of such meeting to be held at such time, not less than five
nor more than sixty days after the receipt of such request, as the
Secretary may determine, and to give due notice thereof. If the
Secretary shall neglect or refuse to fix the date of such meeting and
to give notice thereof within five days after receipt of such request,
the person or persons calling the meeting may do so.
Section 2.4 Notices of Shareholders' Meetings. Written notice
stating the date, place and hour and, if required by law or these
By-laws, the purpose, of any meeting of the shareholders, shall be
given to each shareholder of record entitled to vote at the meeting at
least ten days prior to the day named for the meeting, unless otherwise
required by law. Such notices may be given at the discretion of, or in
the name of, the Board of Directors, President, Vice President,
Secretary or Assistant Secretary. When a meeting 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 such adjournment is taken.
Section 2.5 Quorum of and Action by Shareholders. Unless
otherwise provided in the Articles of Incorporation, the presence, in
person or by proxy, of shareholders entitled to cast at least a
majority of the votes which all shareholders are entitled to cast on
the particular matter shall constitute a quorum for the purposes of
considering such matter, and, unless otherwise specifically provided by
law, a majority of the votes cast by shareholders at a duly organized
meeting shall be the acts of the shareholders. 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. If a meeting cannot be organized because a
quorum has not attended, those present may, except as otherwise
provided by law, adjourn the meeting to such time and place as they may
determine, but in the case of any meeting called for the election of
Directors, those shareholders who attend the second of such adjourned
meetings, although less than a quorum as fixed in this Section, or in
the Articles of Incorporation, shall nevertheless constitute a quorum
for the purpose of electing Directors.
Section 2.6 Voting. At least five days but not more than
thirty days before any meeting of shareholders, the officer or agent
having charge of the transfer books of the Corporation shall make a
complete list of the shareholders entitled to vote at such meeting,
arranged in alphabetical order with the address of and the number of
shares held by each, which list shall be kept on file at the registered
office of the Corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list shall
also 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.
At all shareholders' meetings, shareholders entitled to vote
may attend and vote either in person or by proxy. All proxies shall be
in writing, executed by the shareholder or by his duly authorized
attorney in fact, and shall be 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 the notice thereof has been given to the Secretary
of the Corporation. No unrevoked proxy shall be valid after eleven
months from the date of execution, unless a longer time is expressly
provided therein; but in no event shall a proxy, unless coupled with an
interest, be voted on after three years from the date of its execution.
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 written ballot, and the Judge or Judges of
Election or, if none, the Secretary of the Meeting, shall tabulate and
certify the results of such vote.
Section 2.7 Action by Unanimous Consent of Shareholders. The
Corporation's shareholders may not act by unanimous written consent.
ARTICLE III. BOARD OF DIRECTORS
Section 3.1 Number and Qualification. The number of Directors
of the Corporation shall be no less than seven and no more than
fifteen, as fixed from time to time by the affirmative vote of a
majority of the Directors then in office. Each Director of the
Corporation during the full term of his directorship must own a minimum
of 800 shares of the authorized common stock of the Corporation.
Section 3.2 Classes of Directors. The Board of Directors shall
be and is divided into three classes, Class I, Class II and Class III,
which shall be as nearly equal in number as possible. Each Director
shall serve for a term ending on the date of the third annual meeting
following the annual meeting at which such Director was elected. If, at
any meeting of shareholders, due to a vacancy or vacancies, or
otherwise, Directors of more than one class are to be elected, each
class of Directors to be elected at the meeting shall be elected in a
separate election. In the event of any increase or decrease in the
authorized number of directors, (i) each Director then serving as such
shall nevertheless continue as a Director of the class of which he is a
member until the expiration of his current term, or his prior death,
retirement, resignation, or removal, and (ii) the newly created or
eliminated directorship resulting from such increase or decrease shall
be apportioned by the Board of Directors among the three classes of
Directors so as to maintain such classes as nearly equal as possible
Section 3.3 Nominations for election to the Board of Directors
may be made by the Board of Directors or by any shareholder of any
outstanding class of capital stock of the Corporation entitled to vote
for election of directors. Nominations other than those made by or on
behalf of the existing management of the Corporation, shall be made in
writing and shall be delivered or mailed to the President of the
Corporation, not less than 45 days nor more than 60 days prior to any
meeting of shareholders called for the election of Directors, provided
however, that if less than 21 days' notice of the meeting is given to
shareholders, such nomination shall be mailed or delivered to the
President of the Corporation not later than the close of business on
the seventh day following the day on which the notice of meeting was
mailed. All nominations shall contain the following information to the
extent known to the notifying shareholder: (a) the name and address of
each proposed nominee; (b) the principal occupation of each proposed
nominee; (c) the total number of shares of capital stock of the
Corporation that will be voted for each proposed nominee; (d) the name
and residence address of the notifying shareholder; and (e) the number
of shares of capital stock of the Corporation owned by the notifying
shareholder. Nominations not made in accordance herewith may, in his
discretion, be disregarded by the chairman of the meeting, and upon his
instructions, the vote tellers may disregard all votes cast for each
such nominee.
Section 3.4 Place of Meeting. Meetings of the Board of
Directors may be held at such place within the Commonwealth of
Pennsylvania or elsewhere as a majority of the Directors may from time
to time appoint or as may be designated in the notice calling the
meeting.
Section 3.5 Regular Meetings. A regular meeting of the Board
of Directors shall be held annually, immediately following the annual
meeting of shareholders at the place where such meeting of the
shareholders is held or at such other place, date and hour as a
majority of the newly elected Directors 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, date and hour of other regular
meetings of the Board.
Section 3.6 Participation in Meetings by Conference Telephone.
Any Director may participate in any meeting of the Board of Directors
or of any committee (provided he is otherwise entitled to participate),
be counted for the purpose of determining a quorum thereof and exercise
all rights and privileges to which he might be entitled were he
personally in attendance, including the right to vote, by means of
conference telephone or other similar communications equipment by means
of which all persons on the meeting can hear each other.
Section 3.7 Notices of Meeting 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 time or place for holding such meetings as fixed in
accordance with Section 3.4 of these By-Laws, in which event
one days' notice shall be given of the time and place of such
meeting.
b. Special Meetings. Written notice stating the date, place
and hour of any special meeting of the Board of Directors
shall be given at least one day prior to the date named for
the meeting.
Section 3.8 Quorum. A majority of the Directors in office
shall be necessary to constitute a quorum for the transaction of
business, and unless otherwise provided in the Articles of
Incorporation or in these By-Laws, the acts of a majority of the
Directors present at a meeting at which a quorum is present shall be
considered as the acts of the Board of Directors. If there is not a
quorum present at a duly convened meeting of the Board of Directors,
the majority of these present may adjourn the meeting from time to time
and place to place.
Section 3.9 Informal Action by the Board of Directors. Any
action which may 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 a consent or consents in writing, setting forth
the action so taken, shall be signed by all of the Directors, or
members of the committee, as the case may be, and shall be filed with
the Secretary of the Corporation. Insertion 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 the members of any committee of the Board of Directors executed
pursuant to this Section 3.9 may be executed in any number of
counterparts and shall be deemed effective as of the date set forth
therein.
Section 3.10 Powers.
a. General Powers. The Board of Directors shall have
all the power and authority granted by law to the Board,
including all powers necessary or appropriate to the
management of the business and affairs of the Corporation.
b. Specific Powers. Without limiting the general
powers conferred by the last preceding clause and the powers
conferred by the Articles and these By-laws of the
Corporation, it is hereby expressly declared that the Board of
Directors shall have the following powers:
1. To confer upon any officer or officers of
the Corporation the power to choose, remove or
suspend assistant officers, agents or servants.
2. To appoint any person, firm or
corporation to accept and hold in trust for the
Corporation any property belonging to the Corporation
or in which it is interested, and to authorize any
such person, firm or corporation to execute any
documents and perform any duties that may be
requisite in relation to any such trust.
3. To appoint a person or persons to vote
shares of another corporation held and owned by the
Corporation.
4. By resolution adopted by a majority of
the whole Board of Directors, to designate one or
more committees, each committee to consist of two or
more of the Directors of the Corporation. To the
extent provided in any such resolution, and to the
extent permitted by law, a committee so designated
shall have and may exercise the authority of the
Board of Directors in the management of the business
and affairs of the Corporation. 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. If specifically granted this power by
the Board in its resolution establishing the
committee, in the absence or disqualification of any
member and all designated alternates of such
committee or committees or if the whole Board of
Directors has failed to designate alternate members,
the member or members thereof present at any 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 any such absent or disqualified member.
5. To fix the place, time and purpose of
meetings of shareholders.
6. To fix the compensation of Directors and
officers for their services.
Section 3.11 Vacancies. Vacancies in the Board of Directors,
including vacancies resulting from an increase in the number of
Directors, may be filled by a majority of the remaining members of the
Board of Directors though less than a quorum, and each person so
elected shall be a Director until his successor is duly elected by the
shareholders, who may make such election at the next annual meeting of
the shareholders or at any special meeting duly called for that purpose
and held prior thereto, or until his earlier resignation or removal.
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 of Directors, one or more
Vice-Presidents, and one or more other officers or assistant officers.
Any number of offices may be held by the same person.
Section 4.2 Term. The officers and assistant officers shall
each serve at the pleasure of the Board of Directors and until the
annual 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.
Section 4.3 Powers and Duties of the President. Unless
otherwise determined by the Board of Directors, the President shall
have the usual duties of an executive officer with general supervision
over and direction of the affairs of the Corporation. In the exercise
of these duties and subject to the limitations of the laws of the
Commonwealth of Pennsylvania, these By-laws, and the actions of the
Board of Directors, he may appoint, suspend, and discharge employees,
agents and assistant officers, fix the compensation of all officers and
assistant officers, shall preside at all meetings of the shareholders
at which he shall be present, and, unless there is a Chairman of the
Board of Directors, shall preside at all meetings of the Board of
Directors. He shall also do and perform such other duties as from time
to time may be assigned to him by the Board of Directors.
Unless otherwise determined by the Board of Directors, the
President shall have full power and authority on behalf of the
Corporation to attend and to act and to vote at any meeting of the
shareholders of any corporation in which the Corporation may hold
stock, and, at any such meeting, shall possess and may exercise any and
all the rights and powers incident to the ownership of such stock and
which, as the owner thereof, the Corporation might have possessed and
exercised.
Section 4.4 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, shareholders and all committees, in books provided for
that purpose, and for the giving and serving of all notices for the
Corporation. He shall have charge of the corporate seal, the
certificate books, transfer books and stock ledgers, and such other
books and papers as the Board of Directors may direct. He 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 him by the Board of Directors.
Section 4.5 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 his hands. When necessary or proper, unless otherwise
determined by the Board of Directors, he 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 in such banks
or depositories as the Board of Directors may designate and shall sign
all receipts and vouchers for payments made to the Corporation. He
shall sign all checks made by the Corporation, except when the Board of
Directors shall otherwise direct. He shall be responsible for the
regular entry in books of the Corporation to be kept for such purpose,
full and accurate account of all funds and securities received and paid
by him on account of the Corporation.
Whenever required by the Board of Directors, he shall render a
statement of the financial condition of the Corporation. He shall have
such other powers and shall perform such other duties as may be
assigned to him from time to time by the Board of Directors. He shall
give such bond, if any, for the faithful performance of his duties as
shall be required by the Board of Directors and any such bond shall
remain in the custody of the President.
Section 4.6 Powers and Duties of the Chairman of the Board of
Directors. Unless otherwise determined by the Board of Directors, the
Chairman of the Board of Directors, if any, shall preside at all
meetings of Directors. He shall have such other powers and perform such
further duties as may be assigned to him by the Board of Directors.
Section 4.7 Powers and Duties of Vice-Presidents and Assistant
Officers. Unless otherwise determined by the Board of Directors, each
Vice-President and each assistant officer shall have the powers and
perform the duties of his 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 area. The President
shall be the superior officer of the Vice-Presidents. The Treasurer and
Secretary shall be the superior officers of the Assistant Treasurers
and Assistant Secretaries, respectively.
Section 4.8 Delegation of Office. The Board of Directors may
delegate the powers or duties of any office of the Corporation to any
other person from time to time.
Section 4.9 Vacancies. The Board of Directors shall have
the power to fill any vacancies in any office occurring from whatever
reason.
ARTICLE V. CAPITAL STOCK
Section 5.1 Share Certificates. Every share certificate shall
be signed by the Chairman of the Board or the President or
Vice-President and by the Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary 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 register, the signature of any corporate officer
upon such certificate may be a facsimile, engraved or printed.
Section 5.2 Transfer of Shares. Transfer of 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 certificate shall be
cancelled at the time of the transfer.
Section 5.3 Determination of Shareholders of Record and
Closing Transfer Books. The Board of Directors may fix a time, not more
than fifty days prior to the date of any meeting of shareholders, or
the date fixed for the payment of any dividend or distribution, or the
date for the allotment of rights, or the date when any change or
conversion or exchange of shares will be made or go into effect, as a
record date for the determination of the shareholders entitled to
notice of or to vote at any such meeting, or entitled to receive
payment of any such dividend or distribution, or to receive any such
allotment of rights, or to exercise the rights in respect to any such
change, conversion or exchange of shares or otherwise. In such case,
only such shareholders as shall be shareholders of record on the date
so fixed shall be entitled to notice of or to vote at such meeting, or
to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding
any transfer of any shares on the books of the Corporation after any
record date fixed as aforesaid. The Board of Directors may close the
books of the Corporation against transfers of shares during the whole
or any part of such period, and in such case written or printed notice
thereof shall be mailed at least ten day before the closing thereof to
each shareholder of record at the address appearing on the records of
the Corporation or supplied by him to the Corporation for the purpose
of notice. While the stock transfer books of the Corporation are
closed, no transfer of shares shall be made thereon. Unless a record
date is fixed by the Board of Directors for the determination of
shareholders entitled to receive notice of, or vote at, a shareholders'
meeting, transferees of shares which are transferred on the books of
the Corporation within ten days preceding the date of such meet shall
not be entitled to notice of or to vote at such meeting. The
Corporation may treat the registered owner of each share of stock as
the person exclusively entitled to vote, to receive notifications and
otherwise to exercise all the rights and powers of the owner thereof.
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 (1) give to the Corporation his
bond or indemnity with an acceptable surety; and (2) satisfy such other
reasonable requirements as may be imposed by the Corporation. Thereupon
a new share certificate shall be issued to the registered owner or his
assigns in lieu of the alleged lost, destroyed, mislaid or wrongfully
taken certificate, provided that the request therefore and issuance
thereof have been made before the Corporation has notice that such
shares have been acquired by a bona fide purchaser.
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 By-laws or the
Articles of Incorporation or otherwise, the notice shall specify the
place, day and hour of the meeting and, in the case of a special
meeting of shareholders or where otherwise required by law, the general
nature of the business to be transacted at such meeting.
Section 6.2 Method of Notice. All notices shall be given to
each person entitled thereto, either personally or by sending a copy
thereof through the mail or by telegraph, charges prepaid, to his
address appearing on the books of the Corporation, or supplied by him
to the Corporation for the purpose of notice in the case of a notice to
shareholders. If notice is sent by mail or telegraph, it shall be
deemed to have been given to the person entitled thereto when deposited
in the United States Mail or with the telegraph office for
transmission; if notice is published in a newspaper, it shall be deemed
to have been given to all the persons addressed therein on the day that
such notice is published.
Section 6.3 Computing Time Periods. In computing the number of
days for purposes of these By-laws, all days shall be counted,
including Saturdays, Sundays or holidays; 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. Notice given twenty-four hours before the time set for
a meeting shall be deemed one day's notice.
ARTICLE VII. INDEMNIFICATION
Section 7.1 Mandatory Indemnification of Directors and
Officers. The Corporation shall indemnify, to the fullest extent now or
hereafter permitted by law, each director or officer (including each
former director or officer) of the Corporation who was or is made a
party to or a witness in or is threatened to be made a party to or a
witness in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was an authorized representative of
the Corporation, against all expenses (including attorneys' fees and
disbursements), judgments, fines (including excise taxes and penalties)
and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding.
Section 7.2 Mandatory Advancement of Expenses to Directors and
Officers. The Corporation shall pay expenses (including attorneys' fees
and disbursements) incurred by a director or officer of the Corporation
referred to in Section 7.1 hereof in defending or appearing as a
witness in any civil or criminal action, suit or proceeding described
in Section 7.1 hereof in advance of the final disposition of such
action, suit or proceeding. The expenses incurred by such director or
officer shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding only upon receipt of an
undertaking by or on behalf of such director or officer to repay all
amounts advanced if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation.
Section 7.3 Permissive Indemnification and Advancement of
Expenses. The Corporation may, as determined by the Board of Directors
from time to time, indemnify to the fullest extent now or hereafter
permitted by law, any person who was or is a party to or a witness in
or is threatened to be made a party to or a witness in, or is otherwise
involved in, any threatened, pending or completed action, suit or
proceedings, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was an authorized representative of
the Corporation, both as to action in his official capacity and as to
action in another capacity while holding such office or position,
against all expenses (including attorneys' fees and disbursements),
judgments, fines (including excise taxes and penalties), and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceedings. The Corporation may,
as determined by the Board of Directors from time to time, pay expenses
incurred by any such person by reason of his participation in an
action, suit or proceeding referred to in this Section in advance of
the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such person to repay such amount
if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation.
Section 7.4 Scope of Indemnification. Indemnification under
this Article is provided pursuant to Section 8365 of the Pennsylvania
Directors' Liability Act (or any successor provision or statute), and
this Article is intended to provide indemnification in accordance with
its terms whether the Corporation would have the power to so indemnify
under any other provisions of law except such Act and whether or not
the indemnified liability arises or arose from any threatened, pending
or completed action by or in the right of the Corporation;
indemnification under this Article shall not be made by the Corporation
in any case where the alleged act or failure to act giving rise to the
claim for indemnification is expressly prohibited by the Pennsylvania
Directors' Liability Act or any successor statute as in effect at the
time of such alleged action or failure to take action.
Section 7.5 Insurance; Funding to Meet Indemnification
Obligations. The Corporation shall have the power to purchase and
maintain insurance on behalf of any authorized representative of the
Corporation against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the Corporation would have the power to indemnify him against
such liability. The Board of Directors, without further approval of the
shareholders, shall have the power to borrow money on behalf of the
Corporation, including the power to pledge the assets of the
Corporation, from time to time to discharge the Corporation's
obligations with respect to indemnification and the advancement and
reimbursement of expenses, and the purchase and maintenance of
insurance on behalf of each director and officer against any liability
asserted against or incurred by such director or officer in any
capacity.
Section 7.6 Miscellaneous. Each director and officer of the
Corporation shall be deemed to act in such capacity in reliance upon
such rights of indemnification and advancement of expenses as are
provided in this Article. The rights of indemnification and advancement
of expenses provided by this Article shall not be deemed exclusive of
any other rights to which any person seeking indemnification or
advancement of expenses may be entitled under any agreement, vote of
shareholders or disinterested directors, statute or otherwise, both as
to action in such person's official capacity and as to action in
another capacity while holding such office or position, and shall
continue as to a person who has ceased to be an authorized
representative of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such person. Any repeal or
modification of this Article by the shareholders or the Board of
Directors of the Corporation shall not adversely affect any right or
protection existing at the time of such repeal or modification to which
any person may be entitled under this Article.
Section 7.7 Definition of Corporation. For purposes of this
Article, references to "the Corporation" shall include, in addition to
the resulting corporation, any constituent corporation (including any
constituent of the constituent) absorbed in a consolidation or merger
which, if its separate existence had continued, would have had power
and authority to indemnify its authorized representatives so that any
person who is or was an authorized representative of such constituent
corporation shall stand in the same position under this Article with
respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had
continued.
Section 7.8 Definition of Authorized Representative. For the
purposes of this Article, the term "authorized representative" shall
mean a director, officer, employee or agent of the Corporation or of
any subsidiary of the Corporation, or a trustee, custodian,
administrator, committeeman or fiduciary of any employee benefit plan
established and maintained by the Corporation or by any subsidiary of
the Corporation, or a person serving another corporation, partnership,
joint venture, trust or other enterprise in any of the foregoing
capacities at the request of the Corporation.
ARTICLE VIII. FISCAL YEAR
Section 8.1 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 President shall fix the fiscal year.
ARTICLE IX. AMENDMENTS
Section 9.1 The shareholders entitled to vote thereon shall
have the power to alter, amend, or repeal these By-laws, 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, provided however that Sections 3.1 and 3.2 of Article III and
this Section 9.1 of these By-laws may be amended or repealed only by a
vote of shareholders entitled to cast at least two-thirds of the votes
which all shareholders are entitled to cast at a special meeting called
for that purpose. The Board of Directors, by a majority vote of those
voting, shall have the power to alter, amend, and repeal these By-laws,
at any regular or special meeting duly convened after notice of such
purpose, subject always to the power of the shareholders to further
alter, amend or repeal these By-laws.
ARTICLE X. INTERPRETATION OF BY-LAWS
Section 10.1 All words, terms and provisions of these By-laws
shall be interpreted and defined by and in accordance with the
Pennsylvania Business Corporation Law, as amended, and as amended from
time to time hereafter.