<PAGE> 1
Exhibit A-8
--------------------------------------------------------------------------------
PENNSYLVANIA ELECTRIC COMPANY
BY-LAWS
(AS AMENDED MAY 16, 2000)
--------------------------------------------------------------------------------
<PAGE> 2
PENNSYLVANIA ELECTRIC COMPANY
BY-LAWS
------------
OFFICES
-------
1. The principal office of the corporation shall be located at 2800
Pottsville Pike, Muhlenberg Township, Pennsylvania, The corporation may also
have offices at such other places, either within or without the Commonwealth of
Pennsylvania, as the Board of Directors may from time to time designate or the
business of the corporation may require.
SEAL
----
2. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal" and
"Pennsylvania." The corporate seal may be affixed to any certificates of stock,
bonds, debentures, notes or other engraved, lithographed or printed instruments,
by engraving, lithographing or printing thereon such seal or a facsimile
thereof, and such seal or facsimile thereof so engraved, lithographed or printed
thereon shall have the same force and effect, for all purposes, as if such
corporate seal had been affixed thereto by indentation.
SHAREHOLDERS' MEETINGS
----------------------
3. All meetings of the shareholders shall be held at the principal
office of the corporation or at such other place as shall be stated in the
notice of the meeting. All meetings of the shareholders shall be presided over
by the President or, in the event of his absence or disability, by any Vice
President, except when by statute, the Articles of Incorporation or any
amendment thereof, the election of a presiding officer by the shareholders
present at the meeting is required.
4. The annual meeting of shareholders shall be held during the month of
May in each year on such day and at such time as shall be determined by the
Board of Directors and specified in the notice of the meeting. At the annual
meeting the shareholders shall elect a Board of Directors of the corporation and
transact such other business as may properly be brought before the meeting.
Notice of the time and place thereof shall be given by mail at least ten (10)
days prior to the meeting, to each shareholder of record entitled to vote
thereat, at his address as the same shall appear on the books of the
corporation.
<PAGE> 3
5. Except as otherwise provided by law or the Articles of
Incorporation, as amended, the holders of a majority of the shares of stock of
the Corporation issued and outstanding and entitled to vote, present in person
or by proxy, shall be requisite for, and shall constitute a quorum at, any
meeting of the shareholders. If, however, the holders of a majority of such
shares of stock shall not be present or represented by proxy at any such
meeting, the stockholders entitled to vote thereat, present in person or by
proxy, shall have power, by majority vote of those present, to adjourn the
meeting from time to time without notice other than announcement at the meeting,
until the holders of the amount of stock requisite to constitute a quorum, as
aforesaid, shall be present, in person or by proxy. At any adjourned meeting at
which such quorum shall be present, in person or by proxy, any business may be
transacted which might have been transacted at the meeting as originally
noticed.
6. At all meetings of the shareholders each shareholder having the
right to vote shall be entitled to vote in person or by proxy appointed by an
instrument executed in writing by such shareholder, or by his duly appointed
attorney, but no proxy dated more than eleven (11) months prior to any meeting
or election shall confer the right to vote thereat. Each holder of record of
stock having voting power shall be entitled to one vote for each share of stock
standing in the name of such holder on the stock transfer books of the
corporation, except as otherwise provided by law or the Articles of
Incorporation or any amendment thereto. The vote for directors, and upon the
demand of any shareholder or duly authorized proxy, the vote upon any question
before the meeting, shall be by ballot. All elections shall be determined and
all questions decided by a plurality vote, except when by statute or the
Articles of Incorporation or any amendment thereto a larger vote of the
shareholders shall be required. Any action which may be taken at a meeting of
the shareholders or of a class of shareholders 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 shareholders who would be entitled to vote at a meeting for
such purpose and shall be filed with the Secretary of the corporation.
7. Nothing herein contained shall be construed to enlarge, limit or
impair the voting rights of the holders of the Preferred Stock of the
corporation, as set forth in the Articles of Incorporation of the corporation as
the same now exist or may hereafter be amended.
8. Special meetings of the shareholders for any purpose or purposes,
unless otherwise prescribed by statute or by the Articles of Incorporation or
any amendment thereto, may be called by the President, or by a majority of the
Board of Directors or by a majority of the Executive Committee, and shall be
called by the President or the Secretary at the request in writing of one or
more shareholders who, by statute or the Articles of Incorporation or any
amendment thereto are entitled to call such meeting, upon at least ten (10) days
written or printed notice to each shareholder of record entitled to vote
thereat, stating the place, day and hour of such meeting and the business
proposed to be transacted thereat. No business shall be transacted at any such
meeting except with respect to matters specified in the notice, provided
however, that if all the shareholders of the corporation entitled to vote shall
be present in person or by proxy any business pertaining to the affairs of the
corporation mat be transacted.
2
<PAGE> 4
DIRECTORS
---------
9. The business and affairs of the corporation shall be ADOPTED BY
managed by its Board of Directors, or under the direction of the SHAREHOLDER
Board of Directors, which shall consist of not less than three (3) 5/16/00
nor more than ten (10) directors as shall be fixed from time to
time by a resolution adopted by the majority of the entire Board of
Directors, or by the consent of the shareholders, provided,
however, that no decrease in the number of directors constituting
the entire Board of Directors shall shorten the term of any
incumbent director. Each director shall be at least twenty-one
years of age. Directors need not be shareholders of the
corporation. Directors shall be elected at the annual meeting of
shareholders, or, if any such election shall not be held, at a
shareholders' meeting called and held in accordance with the
provisions of the Business Corporation Law of the Commonwealth of
Pennsylvania. Each director shall serve until the next annual
meeting of shareholders and thereafter until his successor shall
have been elected and shall qualify. If all the directors shall,
severally or collectively, consent in writing to any action to be
taken by the corporation, such action shall be as valid a corporate
action as though it had been authorized at a meeting of the Board
of Directors.
10. Unless otherwise required by law, in the absence of fraud, no
contract or transaction between the corporation and one or more of its directors
or officers, or between the corporation and any corporation, partnership,
association, or other organization in which one or more of its directors or
officers arc directors or officers, or have a financial or other interest, shall
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 or their
votes are counted for that purpose, if:
(a) 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; or
(b) The material facts as to his 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 the shareholders; or
(c) 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.
No director or officer shall be liable to account to the
corporation for any profit realized by him from or through any such contract or
transaction of the corporation by reason of his interest as aforesaid in such
contract or transaction if such contract or transaction shall be authorized,
approved or ratified as aforesaid.
3
<PAGE> 5
MEETINGS OF THE BOARD
---------------------
11. At all meetings of the Board of Directors a majority of the
directors in office shall constitute a quorum for the transaction of business,
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute or by the Articles of Incorporation
or any amendment thereto or by these By-Laws.
12. The first meeting of the Board of Directors held next after the
annual meeting of shareholders at which directors shall have been elected, shall
be held for the purpose of organization, the election of officers and the
transaction of any other business which may come before the meeting.
13. Regular meetings of the Board of Directors shall be held without
notice at such time and place as the Board of Directors may from time to time
determine.
14. Special meetings of the Board of Directors may be called by the
Chairman of the Board or by the President or, in the absence or disability of
the Chairman of the Board and the President, by a Vice President, or by any two
directors and may be held at the time and place designated in the call and
notice of the meeting. The Secretary, or other officer performing his duties,
shall give notice either personally or by telephone or by telegram at least
twenty-four hours before the meeting or by mail, at least three (3) days before
the meeting. Meetings may be held at any time and place without such notice if
all the directors are present or if those not present waive notice in writing,
either before or after the meeting.
15. Any regular or special meeting may be adjourned to any other time
at the same or any other place by a majority of the directors present at the
meeting, whether or not a quorum shall be present at such meeting, and no notice
of the adjourned meeting shall be required other than announcement at the
meeting.
16. Directors, as such, shall not receive any stated salary for their
services, but by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular and special
meeting of the Board but nothing herein contained shall be construed to preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor. Members of board committees may be allowed like
compensation for attending committee meetings.
COMMITTEES
----------
17. The Board of Directors may by vote of a majority of the whole Board
create an Executive Committee consisting of two (2) or more of their own number
to hold office for such period as the Board shall determine. The Chairman of the
Board and the President shall each be a member of the Executive Committee, and
the Chairman of the Board shall be Chairman thereof and the remaining members
shall be elected by a majority vote of the whole Board of Directors. The Board
of Directors by a majority vote of the whole Board may fill any vacancies in the
Executive Committee and may designate one or more alternate members who shall
serve on the Executive Committee in the absence of any regular member or members
of such committee.
Such Executive Committee shall advise with and aid the officers of
the
4
<PAGE> 6
corporation in all matters concerning its interest and the management of its
business, and shall, between meetings of the Board of Directors, have all the
power of the Board of Directors in the management of the business and affairs of
the corporation, and shall have power to authorize the seal of the corporation
to be affixed to all papers which may require it. The taking of any action by
the Executive Committee shall be conclusive evidence that the Board of Directors
was not in session at the time of such action. Any action which may be taken at
a meeting of the Executive Committee 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 members of the Committee and shall be filed with the Secretary of the
corporation.
The Executive Committee shall cause to be kept regular minutes of
its proceedings, which may be transcribed in the regular minute book of the
corporation, and all such proceedings shall be reported to the Board of
Directors at its next succeeding meeting, and shall be subject to revision or
alteration by the Board of Directors, provided that no rights of third persons
shall be affected by such revision or alteration. A majority of the Executive
Committee shall constitute a quorum at any meeting. The Executive Committee may,
from time to time, subject to the approval of the Board of Directors, prescribe
rules and regulations for the calling and conduct of meetings of the Committee,
and other matters relating to its procedure and the exercise of its powers.
From time to time the Board of Directors may appoint any other
committee or committees consisting of one or more of their own number for any
purpose or purposes, which committee or committees shall have such powers and
such tenure of office as shall be specified in the resolution of appointment.
The Board of Directors by a majority vote of the whole Board may fill any
vacancies on any such committee or committees so appointed and may with respect
to any such committee designate one or more alternate members who shall serve in
the absence of any regular member or members on such committee. The chief
executive officer of the corporation shall be a member ex officio of all such
committees of the Board, unless the resolution appointing a particular committee
specifically excludes such ex officio membership by the chief executive officer.
OFFICERS
--------
18. The officers of the corporation shall be chosen b~ the Board of
Directors and shall be a President, one or more Vice Presidents, a Secretary,
one or more Assistant Secretaries, a Treasurer, one or more Assistant
Treasurers, a Comptroller, and one or more Assistant Comptrollers. The Board of
Directors may at any regular or special meeting appoint from among their own
number, a Chairman of the Board of Directors.
19. The Board of Directors, at its first meeting after the election of
Directors by the shareholders, shall choose a President from among their own
number, and a Secretary, a Treasurer, a Comptroller, and such Vice Presidents,
Assistant Secretaries, Assistant Treasurers and Assistant Comptrollers as it
shall deem necessary, none of whom need be members of the Board of Directors.
Such officers of the corporation shall hold office until the
first meeting of the Board of Directors after the next succeeding annual meeting
of shareholders and until their successors are chosen and qualified in their
stead The President may not occupy any other such office. Except as above set
forth any two such offices may be occupied by the same person, but no officer
shall execute, acknowledge or verify any
5
<PAGE> 7
instrument in more than one capacity.
20. The Board of Directors may appoint such other officers and agents
as it shall deem necessary, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors.
21. The salary or other compensation of the officers, other than the
assistant officers, shall be fixed by the Board of Directors. The salaries or
other compensation of the assistant officers and all other employees shall, in
the absence of any action by the Board, be fixed by the President or such other
officers or executives as may be designated by the President.
22. Any officers or agents elected or appointed by the Board of
Directors may be removed at any time, with or without cause, by vote of a
majority of the whole Board of Directors.
CHAIRMAN OF THE BOARD
---------------------
23. In the event that the Board of Directors shall appoint a Chairman
of the Board of Directors as herein provided, he shall, unless otherwise
directed by the Board of Directors, be the chief executive officer of the
corporation, with authority, among other things, to sign in the name and on
behalf of the corporation any and all contracts, agreements, and other
instruments and documents pertaining to matters which arise in the normal
conduct or ordinary course of business of the corporation, shall hold office
until the next annual meeting of shareholders, shall preside at all meetings of
the Board of Directors, and shall have and exercise such powers and perform such
duties as may be assigned and conferred upon him by the Board of Directors.
PRESIDENT
---------
24. The President, at the request or in the absence or disability of a
Chairman of the Board of Directors functioning as the chief executive officer of
the corporation, shall be the chief executive officer of the corporation. He
shall, except as otherwise provided herein or by law, preside at all meetings of
the Board of Directors, the Executive Committee and the shareholders. Subject to
the control of the Board of Directors and any Chairman of the Board of Directors
functioning as chief executive officer of the corporation, he shall have general
supervision, direction and control of the business and affairs of the
corporation. He shall have such powers and duties as are usually vested in the
office of President of a corporation, and shall perform such other and further
duties as may from time to time be assigned to him by the Board of Directors. He
may sign in the name and on behalf of the corporation any and all contracts,
agreements and other instruments and documents pertaining to matters which arise
in the normal conduct or ordinary course of business of the corporation.
VICE PRESIDENT AND VICE PRESIDENTS
----------------------------------
25. If there be one Vice President he shall, at the request or in the
absence or disability of the President, have supervision, direction and control
of the business of the corporation and exercise the duties and functions of the
President. He shall also have such powers and perform such other duties as may
be prescribed from time to time by law, the Articles of Incorporation or any
amendment thereof, the By-Laws, the Board of
6
<PAGE> 8
Directors or the President. If there be more than one Vice President, the Board
of Directors shall assign to each of them the general scope of their respective
duties, subject to detailed specification thereof made from time to time by the
President, and the Board shall designate which Vice President shall exercise the
duties and functions of the President during his absence or disability, and the
Board may designate such Vice President as the Executive Vice President. Any
Vice President may sign in the name and on behalf of the corporation contracts,
agreements or other instruments, and documents pertaining to matters which arise
in the normal conduct or ordinary course of business of the corporation, except
in cases where the signing thereof shall be expressly and exclusively delegated
by the Board of Directors or the Executive Committee to some other officer or
agent of the corporation.
SECRETARY AND ASSISTANT SECRETARIES
-----------------------------------
26. The Secretary shall attend all meetings of the Board of Directors,
the Executive Committee, and the shareholders, and shall record all votes and
the minutes of all proceedings in a book or books to be kept by him for that
purpose, and shall perform like duties for other board committees when required.
He shall give, or cause to be given, notice of all meetings of the shareholders,
the Board of Directors and the Executive Committee, and shall perform such other
duties as may be prescribed by the Board of Directors or President. Any records
kept by him shall be the property of the corporation and shall be restored to
the corporation in case of his death, resignation, retirement or removal from
office. He shall be the custodian of the seal of the corporation and, when
authorized by the Board of Directors or by the President or a Vice President,
shall affix the seal to all instruments requiring it and shall attest the same
and/or the execution of such instruments as required. He shall have control of
the stock ledger, stock certificate book and other formal records and documents
relating to the corporate affairs of the corporation.
The Assistant Secretary or Assistant Secretaries shall assist
the Secretary in the performance of his duties, and shall exercise and perform
his powers and duties in his absence or disability, and shall also exercise such
powers and duties as may be conferred or required by the Board of Directors, or
by the President.
TREASURER AND ASSISTANT TREASURERS
----------------------------------
27. The Treasurer shall have the custody of the corporate funds and
securities, shall keep full and accurate accounts of receipts and disbursements
in books belonging to the corporation, and shall deposit all moneys and other
valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors.
He shall disburse the funds of the corporation in such manner
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and directors at the regular
meetings of the Board of Directors, or whenever they may require it, a report of
cash receipts and disbursements and an account of all his transactions as
Treasurer. .He shall give the corporation a bond, if required by the Board of
Directors, in such sum and with such sureties as may be satisfactory to the
Board of Directors, for the faithful performance of the duties of his office,
and for the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.
7
<PAGE> 9
He shall perform all duties generally incident to the office of
the Treasurer, and shall have other powers and duties as from time to time may
be prescribed by law, by the By-Laws, or by the Board of Directors.
The Assistant Treasurer or Assistant Treasurers shall assist
the Treasurer in the performance of his duties, and shall exercise and perform
his powers and duties in his absence or disability and shall also exercise and
perform such duties as may be conferred or required by the Board of Directors,
or by the President.
COMPTROLLER AND ASSISTANT COMPTROLLERS
--------------------------------------
28. The Comptroller of the corporation shall have full control of all
the books of account of the corporation and keep a true and accurate record of
all property owned by it, of its debts and its revenues and expenses and shall
keep all accounting records of the corporation, other than the records of
receipts and disbursements and those relating to the deposit or custody of money
and securities of the corporation which shall be kept by the Treasurer, and
shall also make reports to the President and directors (at the regular meetings
of the Board of Directors or whenever they may require them) and others of or
relating to the financial condition of the corporation.
The Assistant Comptroller or Assistant Comptrollers shall
assist the Comptroller in the performance of his duties and shall exercise and
perform his powers and duties in his absence or disability and shall also
exercise such powers and perform such duties as may be conferred or required by
the Board of Directors, or by the President.
VACANCIES
---------
29. If the office of any director becomes vacant, for any reason,
including vacancies resulting from an increase in the number of directors, the
directors then in office, although less than a quorum, by a majority vote, may
fill such vacancy and each person so selected shall hold office for the
unexpired term in respect of which such vacancy occurred; provided, however,
that in case of any vacancy in the office of a director occurring among the
directors elected by the holders of the shares of Preferred Stock, as a class
pursuant to the Articles of Incorporation of the corporation as the same now
exist or may hereafter be amended, the remaining directors elected by the
holders of the shares of Preferred Stock, by affirmative vote of a majority
thereof, or the remaining director so elected if there be but one, may elect a
successor or successors to hold office for the unexpired term of the director or
directors whose place or places shall be vacant. Likewise in case of any vacancy
in the office of a director occurring among the directors elected by the holders
of the shares of Common Stock pursuant to the terms of Paragraph 10 of Article
6th of the Articles of Incorporation or any amendment thereto of the
corporation, the remaining directors elected by the holders of the shares of
Common Stock, by affirmative vote of a majority thereof, or the remaining
director so elected if there be but one, may elect a successor or successors to
hold office for the unexpired term of the director or directors whose place or
places shall be vacant.
If the office of any officer of the corporation shall become
vacant for any reason, the Board of Directors may choose a successor or
successors who shall hold office for the unexpired term in respect of which such
vacancy occurred.
8
<PAGE> 10
RESIGNATIONS
------------
30. Any officer or any director of the corporation may resign at any
time, such resignation to be made in writing and to take effect from the time of
its receipt by the corporation, unless some time be fixed in the resignation,
and then from that time.
DUTIES OF OFFICERS MAY BE DELEGATED
-----------------------------------
31. In case of the absence of any officer of the corporation, or for
any other reason the Board of Directors may deem sufficient, the Board of
Directors may delegate, for the time being, the powers or duties, or any of
them, of such officer to any other officer.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
32. (a) A director shall not be personally liable for monetary
damages as such for any action taken, or any failure to take any action, on or
after January 27, 1987 unless the director has breached or failed to perform the
duties of his office under Section 1721 of the Pennsylvania Business Corporation
Law, as the same may be amended from time to time, and the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness. The
provisions of this subsection (a) 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.
(b) The corporation shall indemnify any person who was or is a
party or is threatened to be made a parts to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, whether formal or informal, and whether brought by or in the
right of the corporation or otherwise, by reason of the fact that he was a
director, officer or employee of the corporation (and may indemnify an person
who was an agent of the corporation), or a person serving at the request of the
corporation as a director, officer, partner, fiduciary or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise to the fullest extent permitted by law, including without limitation
indemnification against expenses (including attorneys' fees and disbursements),
damages, punitive damages, judgements, penalties, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such proceeding unless the act or failure to act giving rise to the claim for
indemnification is finally determined by a court to have constituted willful
misconduct or recklessness.
(c) The corporation shall pay the expenses (including
attorneys' fees and disbursements) actually and reasonably incurred in defending
a civil or criminal action, suit or proceeding on behalf of any person entitled
to indemnification under subsection (b) in advance of the final disposition of
such 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, and may pay such expenses in advance on
behalf of any agent on receipt of a similar undertaking. The financial ability
of such person to make such repayment shall not be a prerequisite to the making
of an advance.
(d) For purposes of this Section: (i) the corporation shall be
deemed to have requested an officer, director, employee or agent to serve as
fiduciary with
9
<PAGE> 11
respect to an employee benefit plan where the performance by such person of
duties to the corporation also imposes duties on, or otherwise involves services
by, such person as a fiduciary with respect to the plan; (ii) excise taxes
assessed with respect to any transaction with an employee benefit plan shall be
deemed "fines"; and (iii) action taken or omitted by such person with respect to
an employee benefit plan in the performance of duties for a purpose reasonably
believed to be in the interest of the participants and beneficiaries of the plan
shall be deemed to be for a purpose which is not opposed to the best interests
of the corporation.
(e) 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.
(f) All rights of indemnification under this Section shall be
deemed a contract between the corporation and the person entitled to
indemnification under this Section pursuant to which the corporation and each
such person intend to be legally bound. Any repeal, amendment or modification
hereof shall be prospective only and shall not limit, but may expand, any rights
or obligations in respect of any proceeding whether commenced prior to or after
such change to the extent such proceeding pertains to actions or failures to act
occurring prior to such change.
(g) The indemnification, as authorized by this Section, shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any statute,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in any official capacity and as to action in any other capacity while
holding such office. The indemnification and advancement of expenses provided
by, or granted pursuant to, this Section shall continue as to a person who has
ceased to be an officer, director, employee or agent in respect of matters
arising prior to such time and shall inure to the benefit of the heirs,
executors and administrators of such person.
STOCK OF OTHER CORPORATIONS
---------------------------
33. The Board of Directors shall have the right to authorize any
officer or other person on behalf of the corporation to attend, act and vote at
meetings of the shareholders of any corporation in which the corporation shall
hold or own stock, and to exercise thereat an and all the rights and powers
incident to the ownership of such stock and to execute waivers of notice of such
meetings and calls therefor; and authority may be given to exercise the same
either on one or more designated occasions, or generally on all occasions until
revoked by the Board of Directors. In the event that the Board of Directors
shall fail to give such authority, such authority may be exercised by the
President in person or by proxy appointed by him on behalf of the corporation.
CERTIFICATES OF STOCK
---------------------
34. (a) Shares of the corporation shall be represented by
certificates or, except as limited by law, uncertificated shares.
(b) The certificates of stock of the corporation shall be
numbered and
10
<PAGE> 12
shall be entered in the books of the corporation as they are issued. They shall
be in a form approved by the Board of Directors. They shall exhibit the holder's
name and number of shares and shall be signed by the President or a Vice
President and the Treasurer or an Assistant Treasurer and the seal of the
corporation shall be affixed thereto. Such certificates may, in addition to the
foregoing, be signed by a transfer agent or an assistant transfer agent and by a
registrar, who shall have been duly appointed for the purpose by the Board of
Directors. When such certificates are signed by a transfer agent or an assistant
transfer agent and by a registrar, the signature of the President, Vice
President, Treasurer and Assistant Treasurer upon any such certificates may be
affixed by engraving, lithographing or printing thereon a facsimile of such
signature, in lieu of actual signature, and such facsimile signature so
engraved, lithographed or printed thereon shall have the same force and effect,
as if such officer had actually signed the same. In case any officer who has
signed, or whose facsimile signature has been affixed to, any such certificate
shall cease to be such officer before such certificate shall have been issued by
the corporation, such certificate may nevertheless be issued, and delivered as
though the person who signed such certificate, or whose facsimile signature has
been affixed thereto, had not ceased to be such officer of the corporation at
the date of the issue.
(c) Uncertificated shares may be issued upon initial issuance
of shares or upon transfer of certificated shares after surrender thereof to the
corporation. Within a reasonable time after issuance or transfer of
uncertificated shares, the corporation shall send to the registered owner the
information required to be set forth on the face of the certificate by Section
34 (b) above.
TRANSFERS OF STOCK
------------------
35. Transfers of stock shall be made on the books of the corporation,
only by the person named in the certificate or by attorney, lawfully constituted
in writing, and upon surrender of the certificate therefor.
FIXING RECORD DATE
------------------
36. Unless otherwise restricted by law or the Articles of Incorporation
or any amendment thereto, the Board of Directors may fix a time, not more than
ninety 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. 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. 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 next preceding the
date of such meeting shall not be entitled to notice of or to vote at such
meeting.
11
<PAGE> 13
REGISTERED SHAREHOLDERS
-----------------------
37. The corporation shall be entitled to treat the holder of record of
any share or shares of stock as the holder in fact thereof and accordingly shall
not be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not it shall have express or
other notice thereof, except as expressly otherwise provided by the statutes of
the Commonwealth of Pennsylvania.
LOST CERTIFICATES
-----------------
38. Any person claiming a certificate of stock to be lost or destroyed
shall make an affidavit or affirmation of that fact, whereupon a new certificate
may be issued of the same tenor and for the same number of shares as the one
alleged to be lost or destroyed; provided, however, that the Board of Directors
may require, as a condition to the issuance of a new certificate, a bond of
indemnity in such form and amount and with such surety or sureties, or without
surety, as the Board of Directors shall determine to be sufficient to indemnify
the corporation against any claim that may be made against it on account of the
alleged loss or destruction of any such certificate or the issuance of any such
new certificate, and may also require the advertisement of such loss in such
manner as the Board of Directors may prescribe.
INSPECTION OF BOOKS
-------------------
39. The Board of Directors shall have power to determine whether and to
what extent, and at what time and places and under what conditions and
regulations, the accounts and books of the corporation (other than the books
required by statute to be open to the inspection of shareholders), or any of
them, shall be open to the inspection of shareholders, and no shareholders shall
have any right to inspect any account or book or document of the corporation,
except as such right may be conferred by the statutes of the Commonwealth of
Pennsylvania or by resolution of the Board of Directors or of the shareholders.
CHECKS, BONDS, DEBENTURES, NOTES AND
------------------------------------
OTHER INSTRUMENTS
-----------------
40. All checks of the corporation shall be signed by such person or
persons (who may but need not be an officer or officers of the corporation) as
the Board of Directors may from time to time designate, either directly or
through such officers of the corporation as shall, by resolution of the Board of
Directors, be authorized to designate such person or persons.
All bonds, debentures, notes and other instruments requiring a
seal shall be signed on behalf of the corporation by the President or a Vice
President and the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer. In case any officer who has signed any such bonds,
debentures, notes or other instruments shall cease to be such officer before
such bonds, debentures, notes or other instruments shall have been delivered by
the corporation, such bonds, debentures, notes or other instruments may
nevertheless be adopted by the corporation and be issued and delivered as though
the person who signed the same had not ceased to be such officer of the
corporation.
12
<PAGE> 14
To the extent authorized by the Board of Directors, the
signatures of the persons and officers referred to in the two preceding
paragraphs may be made by engraving, lithographing or printing on the
instruments there referred to facsimiles of such signatures in lieu of actual
signatures and such facsimile signatures so engraved, lithographed or printed
thereon shall have the same force and effect as if such persons had actually
signed the same.
RECEIPT FOR SECURITIES
----------------------
41. All receipts for stocks, bonds or other securities received by the
corporation shall be signed by the Treasurer or an Assistant Treasurer, or by
such other person or persons as the Board of Directors or Executive Committee
shall designate.
FISCAL YEAR
-----------
42. The fiscal year shall begin the first day of January in each year.
DIVIDENDS
---------
43. Dividends upon the capital stock of the corporation may be declared
by the Board of Directors at any regular or special meeting, out of surplus or
net profits of the corporation legally available for such purpose.
The Board of Directors shall have power to fix and determine,
and from time to time to vary, the amount to be reserved as working capital; to
determine whether any, and if any, what part of any, surplus shall be declared
and paid as dividends, to determine the date or dates for the declaration or
payment of dividends; and to direct and determine the use and disposition of any
surplus. Before payment of any dividend or making any distribution of surplus
there may be set aside out of the surplus of the corporation such sum or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interests of the
corporation.
44. Reserved
NOTICES
-------
45. Whenever under the provisions of law or the Articles of
Incorporation or any amendment thereto or these By-Laws notice is required to be
given to any director, officer or shareholder, it shall be sufficient if given
to such person either personally or by sending a copy thereof through the mail
or by telegram, charges prepaid, to the person's address appearing on the books
of the corporation or supplied by such person to the corporation for the purpose
of notice. If the notice is sent by mail or telegram, 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 to such person.
Whenever any written notice is required to be given under the
provisions of law or the Articles of Incorporation or any amendment thereto or
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
13
<PAGE> 15
JUDGES OF ELECTION
------------------
46. In advance of any meeting of the shareholders, for the election of
directors, the Board of Directors may appoint judges of election, who need not,
except as otherwise provided by statute, be shareholders, to act at such meeting
or any adjournment thereof. If judges of election be not so appointed, the
chairman of any such meeting may, and on the request of any shareholder or his
proxy shall, make such appointment at the meeting. The number of judges shall be
one or three. No person who is a candidate for office shall act as a judge. In
case any person appointed as judge fails to appear or fails or refuses to act,
the vacancy may be filled by appointment made at the meeting by the Board of
Directors in advance of the convening of the meeting, or at the meeting by the
chairman, The judge or judges so appointed 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. 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 be 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. On the request of the chairman of the
meeting, or of any shareholder or proxy for a shareholder, the judge or judges
shall make a report in writing of any challenge or question or matter determined
by such judge or judges, and execute a certificate of any fact found. Any such
report or certificate shall be prima facie evidence of the facts stated therein.
47. At any meeting of the Board of Directors or the Executive Committee
or any other committee designated by the Board of Directors, one or more
directors may participate in such meeting, in lieu of attendance in person, by
means of conference telephone or similar communications equipment, by means of
which all persons participating in the meeting can hear each other.
INAPPLICABILITY OF SECTION 910 OF THE
PENNSYLVANIA BUSINESS CORPORATION LAW
-------------------------------------
48. Effective December 23, 1983, Section 910 of the Pennsylvania
Business Corporation Law added by Pennsylvania Act No. 92 of 1983 (effective
December 23, 1983) shall not be applicable to the corporation. This By-Law 48
shall remain effective until rescinded by amendment to the Articles of
Incorporation.
PREVIOUS BY-LAWS REPEALED AND SUPERSEDED
----------------------------------------
49. All presently existing By-Laws of the corporation are hereby
repealed and superseded by these By-Laws; provided, however, that any actions
taken or rights which have accrued under prior By-Laws shall be valid and
enforceable.
14
<PAGE> 16
AMENDMENTS
----------
50. These By-Laws may be added to, altered, amended or repealed by the
shareholders at any annual or special meeting, or by the Board of Directors at
any regular or special meeting; provided, however, that any By-Laws made by the
Board of Directors may be altered or repealed by the shareholders.
****************
15
