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Exhibit 3.1
FORM OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
AETNA INC.
(formerly Aetna U.S. Healthcare Inc.)
1. Name. The name of the Corporation is Aetna Inc.
2. Registered Office. The registered office of the Corporation is c/o CT
Corporation System. For venue and official publication purposes, the registered
office of the Corporation shall be deemed to be located in Philadelphia County.
3. Incorporation. The Corporation is incorporated under the Pennsylvania
Business Corporation Law of 1988, as amended (the "PaBCL").
4. Capitalization.
I. GENERAL PROVISIONS
(a) Authorized Shares. The Corporation shall have the authority to
issue 825,125,000 shares, par value $.01 per share.
(b) Uncertificated Shares. All shares of each class and series may be
certificated or uncertificated, except as may be expressly provided in the terms
of any class or series. The rights and obligations of the holders of shares
represented by certificates and the rights and obligations of holders of
uncertificated shares of the same class and series shall be identical.
(c) Authority of Board of Directors. The Board of Directors is expressly
authorized to divide the authorized but unissued shares into one or more classes
or series, or both, and to determine for any such class or series the number of
shares of the class or series and the voting rights, designations, preferences,
limitations and special rights of the shares of the class or series. Except as
otherwise provided in these articles of incorporation or in a resolution of the
Board of Directors providing for the issuance of any particular class or series
of shares, the number of shares of any class or series of shares may be
increased or decreased (but not below the number of shares of such class or
series then outstanding) by a resolution adopted by the Board of Directors.
(d) No Preemptive Rights. No holder of any class or series of shares of
the Corporation shall have any preemptive right to purchase or subscribe to any
shares of the Corporation now or hereafter authorized or any securities
convertible into shares, including
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without limitation warrants, rights to subscribe and options to acquire shares,
of any class or series of the Corporation's shares.
(e) No Cumulative Voting. Shareholders shall not have the right to
cumulate their votes in the election of Directors.
(f) Reacquired Shares. Except as otherwise provided in these articles of
incorporation or in a resolution of the Board of Directors providing for the
issuance of any particular class or series of shares, shares purchased, redeemed
by, surrendered to or otherwise acquired by the Corporation shall assume the
status of authorized but unissued shares, undesignated as to class or series,
and may thereafter, subject to the provisions of this Article 4 and to any
restrictions contained in any resolution of the Board of Directors providing for
the issue of any such class or series of shares, be reissued in the same manner
as other authorized but unissued shares.
(g) Issuance of Rights, Options, Etc. The Corporation shall have the power
to issue securities, rights, options, option rights, and securities having
conversion or option rights, containing in each case such provisions as are
fixed by the Board of Directors, including without limitation: (i) those
generally authorized by Section 1525 of the PaBCL, and in any provisions
successor thereto, and (ii) conditions that preclude or limit any person or
persons owning or offering to acquire a specified number or percentage of the
outstanding common or other shares of the Corporation, other securities, rights,
options, option rights, securities having conversion or option rights, or
obligations of the Corporation or any transferee or transferees of the person or
persons from exercising, converting, transferring or receiving such shares,
other securities, rights, options, option rights, securities having conversion
or option rights, or obligations. The power of the Corporation to issue, amend
the terms of, redeem or take other action with respect to securities, rights,
options, option rights or securities having conversion or option rights
containing a provision described in clause (ii) of the preceding sentence may be
exercised only by the full Board of Directors and not by a committee of the
Board, shareholders or any other person or group of persons.
(h) Fractional Shares. The Corporation may create and issue fractions of a
share, either represented by a certificate or uncertificated. A fractional share
shall represent a proportional interest in all the preferences, limitations and
special rights of a full share; except that a fractional share shall not have
any right to vote on any matter, notwithstanding any provision of law or these
articles of incorporation to the contrary.
II. CLASS A VOTING PREFERRED SHARES
(a) Authorized Shares. Of the 825,125,000 shares that the Corporation is
authorized to issue, 7,625,000 shares are hereby designated Class A Voting
Preferred Shares, which shares shall constitute a single class with the terms,
limitations and relative rights and preferences set forth in this Section II.
The Board of Directors shall not have the authority to decrease the number of
authorized Class A Voting Preferred Shares.
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(b) Dividends.
(1) The holders of Class A Voting Preferred Shares shall be entitled
to receive cumulative quarterly dividends payable in cash (or in kind to the
extent provided in this subsection (b)) on the fifteenth day of March, June,
September and December in each year (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share of Class A Voting Preferred
Shares (the "First Quarterly Dividend Payment Date"), in an amount per share
(rounded to the nearest cent), subject to the provisions for adjustment set
forth in this subsection (b), equal to 100 times the aggregate per share amount
of all cash dividends, and 100 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions, other than a dividend
payable in Common Shares or a subdivision of the outstanding Common Shares (by
reclassification or otherwise), declared on the Common Shares on or since the
immediately preceding Quarterly Dividend Declaration Date, as defined below, or,
with respect to the first Quarterly Dividend Declaration Date, since the first
issuance of any share of Class A Voting Preferred Shares. If no dividend or
distribution shall have been declared on the Common Shares during the period
between any Quarterly Dividend Declaration Date and the next subsequent
Quarterly Dividend Declaration Date, the holders of Class A Voting Preferred
Shares shall be entitled to receive a dividend of $0.01 per share on the next
subsequent Quarterly Dividend Payment Date. The Corporation shall declare a
dividend on the Class A Voting Preferred Shares on the fifth day of March, June,
September and December of each year (each such date being referred to herein as
a "Quarterly Dividend Declaration Date"), commencing on the first Quarterly
Dividend Declaration Date after the first issuance of a Class A Voting Preferred
Share. If the Corporation shall at any time after the effective time of the
merger (the "Merger") of ANB Acquisition Corp., a Connecticut corporation, with
and into Aetna Inc., a Connecticut corporation, pursuant to a certain Agreement
and Plan of Restructuring and Merger, dated as of July 19, 2000: (i) declare a
dividend on the outstanding Common Shares payable in Common Shares, (ii) split
up or divide the outstanding Common Shares, (iii) combine the outstanding Common
Shares into a smaller number of shares, or (iv) issue any shares in a
reclassification of the outstanding Common Shares (including without limitation
any such reclassification in connection with a consolidation, merger or division
in which the Corporation is a continuing or surviving corporation), then, in
each such case, and regardless of whether any Class A Voting Preferred Shares
are then issued or outstanding, the amount per share to which each holder of
Class A Voting Preferred Shares would be entitled immediately prior to such
event under the first sentence of this paragraph (1) shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
Common Shares outstanding immediately after such event and the denominator of
which is the number of Common Shares that were outstanding immediately prior to
such event.
(2) Dividends shall begin to accrue and be cumulative on outstanding
Class A Voting Preferred Shares from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares: (i) unless the date of issue of such
shares is prior to the record date for the First Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of the first issuance of a share of Class A Voting Preferred Shares; or (ii)
unless the date of issue is a Quarterly Dividend Payment Date or is a date after
the record date for
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the determination of holders of Class A Voting Preferred Shares entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be cumulative
from the Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not
bear interest. Dividends paid on the Class A Voting Preferred Shares in an
amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of Class A Voting Preferred Shares
entitled to receive payment of a dividend or other distribution declared
thereon, which record date shall be not more than 90 calendar days prior to the
date fixed for the payment thereof.
(3) Whenever dividends payable on the Class A Voting Preferred
Shares as provided in this Article 4 are in arrears, thereafter and until all
accrued and unpaid dividends and distributions, whether or not declared, on
shares of Class A Voting Preferred Shares outstanding shall have been paid in
full, the Corporation shall not:
(i) declare or pay dividends, or make any other distributions,
on any Common Shares or any other shares ranking junior (either as to dividends
or upon dissolution) to the Class A Voting Preferred Shares;
(ii) declare or pay dividends, or make any other
distributions, on any shares ranking on a parity (either as to dividends or upon
dissolution) with the Class A Voting Preferred Shares, except dividends paid
ratably on the Class A Voting Preferred Shares and all such parity shares on
which dividends are payable or in arrears in proportion to the total amounts to
which the holders of all such shares are then entitled; or
(iii) redeem or purchase or otherwise acquire for
consideration Common Shares or any other shares ranking junior (either as to
dividends or upon dissolution) to the Class A Voting Preferred Shares; provided,
however, that the Corporation may at any time redeem, purchase or otherwise
acquire any such junior shares in exchange for shares of the Corporation ranking
junior (either as to dividends or upon dissolution) to the Class A Voting
Preferred Shares.
(c) Dissolution.
(1) Upon any voluntary or involuntary dissolution of the
Corporation, no distribution or payment shall be made (i) to the holders of
Common Shares or any other shares ranking junior (either as to dividends or upon
dissolution) to the Class A Voting Preferred Shares, unless prior thereto the
holders of Class A Voting Preferred Shares shall have received an aggregate
amount per share, subject to the provisions for adjustment set forth in this
subsection (c), equal to 100 times the aggregate amount to be distributed per
share to holders of Common Shares, plus an amount equal to all accrued and
unpaid dividends and distributions on the Class A Voting Preferred Shares,
whether or not declared, to the date of such payment, or (ii) to the holders of
shares ranking on a parity (either as to dividends or upon dissolution) with the
Class A Voting Preferred Shares, except distributions made ratably on the Class
A Voting Preferred
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Shares and all other such parity shares in proportion to the total amounts to
which the holders of all such shares are entitled upon such dissolution. If the
Corporation shall at any time after the effective time of the Merger: (A)
declare a dividend on the outstanding Common Shares payable in Common Shares,
(B) split up or divide the outstanding Common Shares, (C) combine the
outstanding Common Shares into a smaller number of shares, or (D) issue any
shares in a reclassification of the outstanding Common Shares (including without
limitation any such reclassification in connection with a consolidation, merger
or division in which the Corporation is a continuing or surviving corporation);
then, in each such case, and regardless of whether any Class A Voting Preferred
Shares are then issued or outstanding, the aggregate amount per share to which
each holder of Class A Voting Preferred Shares would be entitled immediately
prior to such event under the provision in clause (i) of the first sentence of
this paragraph (1) shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of Common Shares outstanding immediately
after such event and the denominator of which is the number of Common Shares
that were outstanding immediately prior to such event.
(2) If the net assets of the Corporation shall be insufficient to
pay in full the amounts set forth in paragraph (1) of this subsection (c) in
respect of the Class A Voting Preferred Shares, together with the aggregate
dissolution preference for the outstanding shares of all other classes ranking
on a parity with the Class A Voting Preferred Shares as to payments upon
dissolution, then the entire net assets of the Corporation shall be distributed
among the holders of shares of all such parity classes, who shall receive their
pro rata portion of the net assets of the Corporation.
(3) Neither the consolidation nor the merger of the Corporation with
or into another corporation or corporations, nor the division of the Corporation
into two or more corporations, nor the sale or transfer by the Corporation of
all or any part of its assets, shall be deemed a dissolution of the Corporation.
(d) Redemption. The Class A Voting Preferred Shares shall not be
redeemable.
(e) No Conversion Rights. Holders of Class A Voting Preferred Shares shall
have no right to convert such shares into or exchange them for Common Shares, or
other securities or assets of the Corporation or any other issuer.
(f) Voting Rights.
(1) Subject to the provisions for adjustment hereinafter set forth
in this paragraph (1), each Class A Voting Preferred Share shall entitle the
holder thereof to 100 votes on all matters submitted to a vote of the
shareholders of the Corporation. If the Corporation shall at any time after the
effective time of the Merger: (i) declare a dividend on the outstanding Common
Shares payable in Common Shares, (ii) split up or divide the outstanding Common
Shares, (iii) combine the outstanding Common Shares into a smaller number of
shares, or (iv) issue any shares in a reclassification of the outstanding Common
Shares (including without limitation any reclassification in connection with a
consolidation, merger or division in which the Corporation is a continuing or
surviving corporation), then, in each such case, and regardless of
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whether any shares of Class A Voting Preferred Shares are then issued or
outstanding, the number of votes per share to which each holder of Class A
Voting Preferred Shares would be entitled immediately prior to such event shall
be adjusted by multiplying such number by a fraction, the numerator of which is
the number of Common Shares outstanding immediately after such event and the
denominator of which is the number of Common Shares that were outstanding
immediately prior to such event.
(2) Except as otherwise provided in these articles of incorporation
or as required by law, the holders of Class A Voting Preferred Shares and the
holders of Common Shares shall vote together as one class on all matters
submitted to a vote of shareholders of the Corporation.
(3) Except as otherwise provided in these articles of incorporation
or as required by law, the holders of Class A Voting Preferred Shares shall have
no special voting rights, and their affirmative vote or consent shall not be
required (except to the extent they are entitled to vote with holders of Common
Shares) for the taking of any corporate action.
(4) These articles of incorporation shall not be amended in any
manner that would materially alter or change the voting rights, powers,
preferences, limitations or special rights of the Class A Voting Preferred
Shares so as to affect them adversely without the affirmative vote of the
holders of at least a majority of the outstanding Class A Voting Preferred
Shares, voting separately as a class.
(g) Consolidation, Merger, Division, Etc.
(1) In case the Corporation shall enter into any consolidation,
merger, share exchange, division, combination or other transaction in which the
Common Shares are exchanged for or changed into other shares or securities, cash
and/or any other property, then in any such case each Class A Voting Preferred
Share shall at the same time be similarly exchanged for or changed into an
amount per share, subject to the provisions for adjustment set forth in
paragraph (2) of this subsection (g), equal to 100 times the aggregate amount of
shares, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each Common Share is changed or exchanged.
(2) If the Corporation shall at any time after the effective time of
the Merger: (i) declare a dividend on the outstanding Common Shares payable in
Common Shares, (ii) split up or divide the outstanding Common Shares, (iii)
combine the outstanding Common Shares into a smaller number of shares, or (iv)
issue any shares in a reclassification of the outstanding Common Shares
(including without limitation any such reclassification in connection with a
consolidation, merger or division in which the Corporation is a continuing or
surviving corporation), then, in each such case, and regardless of whether any
Class A Voting Preferred Shares are then issued or outstanding, the aggregate
amount per share to which each holder of Class A Voting Preferred Shares would
be entitled immediately prior to such event under paragraph (1) of this
subsection (g) shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of Common Shares outstanding immediately after
such
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event and the denominator of which is the number of Common Shares that were
outstanding immediately prior to such event.
(h) Transfer Agent. The Corporation shall always have at least one
transfer agent for the Class A Voting Preferred Shares, which may be the
Corporation or a bank or trust corporation in good standing.
(i) Reacquired Shares. Any Class A Voting Preferred Shares that are
purchased, surrendered to or otherwise acquired by the Corporation in any manner
whatsoever shall assume the status of authorized but unissued Class A Voting
Preferred Shares and may thereafter be reissued in the same manner as other
authorized but unissued Class A Voting Preferred Shares.
III. COMMON SHARES
(a) Authorized Shares. Of the 825,125,000 shares that the Corporation is
authorized to issue, 762,500,000 shares are hereby designated Common Shares,
which shares shall constitute a single class with the terms set forth in this
Section III.
(b) Priority. The Common Shares shall rank junior to the Class A Voting
Preferred Shares, and any class or series subsequently created ranking senior,
by its terms, to the Common Shares, with respect to payment of dividends or
distributions on dissolution.
(c) Voting Rights. Except as expressly provided by law, or as otherwise
provided in the terms of the Class A Voting Preferred Shares, or by resolution
of the Board of Directors pursuant to the authority granted in these articles of
incorporation to designate further classes and series of shares, all voting
rights shall be vested in the holders of the Common Shares. At each meeting of
shareholders of the Corporation, each holder of Common Shares shall be entitled
to one vote for each Common Share on each matter to come before the meeting,
except as otherwise provided in these articles of incorporation or as required
by law.
(d) Dividends. After all accumulated and unpaid dividends upon all shares
for all previous dividend periods shall have been paid and full dividends on all
Class A Voting Preferred Shares and any other class or series of shares
subsequently created ranking senior, by its terms, to the Common Shares as to
dividends, for the then current dividend period declared and a sum sufficient
for the payment thereof set apart therefor, and after or concurrently with the
setting aside of any and all amounts then or theretofore required to be set
aside for any sinking fund obligation or obligation of a similar nature with
respect to any series of preferred shares (in each case except as may not be
required by the terms of such class or series of preferred shares), then and not
otherwise, and subject to any other applicable provisions of the terms of any
class or series of preferred shares, dividends may be declared upon and paid to
the holders of the Common Stock, to the exclusion of the holders of the
preferred shares (except as expressly provided by the terms thereof).
(e) Rights Upon Dissolution. Upon the voluntary or involuntary dissolution
of the Corporation, after payment in full of all amounts, if any, required to be
paid to the holders of the
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Class A Voting Preferred Shares and any other class or series of shares
subsequently created ranking senior, by its terms, to the Common Shares in
dissolution, the holders of the Common Shares shall be entitled, to the
exclusion of the holders of the preferred shares, to share ratably in all
remaining assets of the Corporation.
5. Limitation of Directors' Liability. No person who is or was a Director
of the Corporation shall be personally liable, as such, for monetary damages
(other than under criminal statutes and under federal, state and local laws
imposing liability on directors for the payment of taxes) unless the person's
conduct constitutes self-dealing, willful misconduct or recklessness. No
amendment or repeal of this Article 5 shall apply to or have any effect on the
liability or alleged liability of any person who is or was a Director of the
Corporation for or with respect to any acts or omissions of the Director
occurring prior to the effective date of such amendment or repeal. If the PaBCL
is amended to permit a Pennsylvania corporation to provide greater protection
from personal liability for its directors than the express terms of this Article
5, this Article 5 shall be construed to provide for such greater protection.
6. Limitation of Officers' Liability. No person who is or was an officer
of the Corporation shall be personally liable, as such, for monetary damages
(other than under criminal statutes and under federal, state and local laws
imposing liability on officers for the payment of taxes) unless the person's
conduct constitutes self-dealing, willful misconduct or recklessness. No
amendment or repeal of this Article 6 shall apply to or have any effect on the
liability or alleged liability of any person who is or was an officer of the
Corporation for or with respect to any acts or omissions of the officer
occurring prior to the effective date of such amendment or repeal. If the PaBCL
is amended to permit a Pennsylvania corporation to provide greater protection
from personal liability for its officers than the express terms of this Article
6, this Article 6 shall be construed to provide for such greater protection.
7. Indemnification.
(a) Indemnification. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or proceeding, including without limitation actions by or in
the right of the Corporation, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a Director or
officer of the Corporation, or is or was serving while a Director or officer of
the Corporation at the request of the Corporation as a director, officer,
employee, agent, fiduciary or other representative of another corporation (for
profit or not-for-profit), limited liability company, partnership, joint
venture, trust, employee benefit plan or other enterprise, against all
liabilities, expenses (including without limitation attorneys' fees), judgments,
fines, excise taxes and amounts paid in settlement in connection with such
action or proceeding unless the act or failure to act by such person giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness. The Corporation shall have the power to
indemnify employees and agents of the Corporation on the same basis as provided
above in this subsection (a), and to advance expenses to employees and agents on
the same basis as provided in Article 7(b), as the Board of Directors may from
time to time determine or authorize.
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(b) Advancement of Expenses. Expenses (including without limitation
attorneys' fees) incurred by any person who was or is an officer or Director of
the Corporation in defending any action or proceeding referred to in Article
7(a) shall automatically be paid by the Corporation, without the need for action
by the Board of Directors, in advance of the final disposition of the action 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 such person is not
entitled to be indemnified by the Corporation.
(c) Exception. Notwithstanding anything in this Article 7 to the contrary,
the Corporation shall not be obligated to indemnify any person under Article
7(a) or advance expenses under Article 7(b) with respect to proceedings, claims
or actions commenced by such person, other than mandatory counterclaims and
affirmative defenses.
(d) Interpretation. The indemnification and advancement of expenses
provided by or pursuant to this Article 7 shall not be deemed exclusive of any
other rights to which any person seeking indemnification or advancement of
expenses may be entitled under any insurance policy, agreement, vote of
shareholders or Directors, or otherwise, both as to actions in such person's
official capacity and as to actions in another capacity while holding an office,
and shall continue as to a person who has ceased to be a Director or officer and
shall inure to the benefit of the heirs, executors and administrators of such
person. If the PaBCL is amended to permit a Pennsylvania corporation to provide
greater rights to indemnification and advancement of expenses for its directors
and officers than the express terms of this Article 7, this Article 7 shall be
construed to provide for such greater rights.
(e) Contract. The duties of the Corporation to indemnify and to advance
expenses to a Director or officer as provided in this Article 7 shall be in the
nature of a contract between the Corporation and each such person, and no
amendment or repeal of any provision of this Article 7 shall alter, to the
detriment of such person, the right of such person to the advancement of
expenses or indemnification related to a claim based on an act or failure to act
that took place prior to such amendment or repeal or the termination of the
service of the person as a Director or officer, whichever is earlier.
8. Action by Shareholders. Shareholders shall not have the right to call
meetings of shareholders or to propose amendments to these articles of
incorporation. Shareholder action may only be taken at an Annual or Special
Meeting of Shareholders and not by written consent.
9. Inapplicability of Certain Provisions of Law. Section 2538 of the PaBCL
and Subchapter E, Subchapter G and Subchapter H of Chapter 25 of the PaBCL, and
any successor provisions shall not be applicable to the Corporation.
10. Terms of Directors. The Directors of the Corporation shall be
classified, in respect of the time for which they severally hold office, into
three classes, as nearly equal in number as possible, as follows:
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(1) One class of Directors shall hold office initially for a term
expiring at the annual meeting of shareholders to be held in 2001. At that
meeting, the successors to this class shall be elected to hold office for a term
of three years and until their successors are elected and qualified.
(2) One class of Directors shall hold office initially for a term
expiring at the annual meeting of shareholders to be held in 2002. At that
meeting, the successors to this class shall be elected to hold office for a term
of two years and until their successors are elected and qualified.
(3) One class of Directors shall hold office initially for a term
expiring at the annual meeting of shareholders to be held in 2003. At that
meeting, the successors to this class shall be elected to hold office for a term
of one year and until their successors are elected and qualified.
(4) Effective with the annual meeting of shareholders to be held in
2004 and for each annual meeting of shareholders thereafter, the Directors shall
no be longer be classified in respect of the time for which they severally hold
office, and all of the Directors shall be elected to hold office for a term of
one year and until their successors are elected and qualified.
(5) The Directors may not be removed from office without cause until
after the annual meeting of shareholders to be held in 2004.
11. Required Vote of Shareholders. A consolidation, merger, share exchange
or division to which the Corporation is a party, or a sale of all or
substantially all of the assets of the Corporation, any of which is required to
be adopted by the shareholders, an amendment of Article 5, 6, 7, 10, 12 or 13 or
this Article 11, or a dissolution of the Corporation shall be adopted only upon
receiving the affirmative vote of at least two-thirds of the votes that all
voting shareholders, voting as a single class, are entitled to cast thereon and,
in addition, the affirmative vote of such number or proportion of shares of any
class or series of the Corporation, if any, as shall be required at the time by
the express terms of any such class or series of shares of the Corporation.
12. Executive Committee. The Board of Directors may establish in the
manner provided by the By-laws an Executive Committee which shall have and may
exercise all of the powers and authority of the Board of Directors, subject to
such limitations as are set forth in the last sentence of paragraph (g) of
Section I of Article 4 hereof and as the Board of Directors may from time to
time impose. The Executive Committee shall not be subject to the restrictions
in 15 Pa.C.S. Section 1731(a)(2)(i)-(v).
13. Right to Amend. Subject to any other applicable provision of these
articles of incorporation, these articles of incorporation may be amended in the
manner prescribed at the time by statute, and all rights conferred upon
shareholders in these articles of incorporation are granted subject to this
reservation.
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