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EXHIBIT 3(ii)
As amended by the Board of
Directors at a meeting held
June 21, 2000
P. H. GLATFELTER COMPANY
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS AND RECORD DATE
1.1 ANNUAL MEETING. An annual meeting of shareholders for the
election of directors and the transaction of such other business as may properly
come before the meeting shall be held on the fourth Wednesday in April of each
year at 10:00 A.M. If the day fixed for the meeting is a legal holiday, the
meeting shall be held at the same hour on the next succeeding full business day
which is not a legal holiday.
1.2 SPECIAL MEETINGS. Special meetings of the shareholders may be
called at any time by the Board of Directors, the Chairman of the Board or the
President.
1.3 PLACE. The annual meeting of shareholders shall be held at the
principal office of the Company. Other meetings of shareholders may be held at
such place in Pennsylvania or elsewhere as the Board of Directors may designate.
1.4 NOTICE. Written notice stating the place, day and hour of each
meeting of shareholders and, in the case of a special meeting, the general
nature of the business to be transacted shall be given by the Secretary at least
ten days before the meeting to each shareholder of record entitled to vote at
the meeting.
1.5 QUORUM. Except as 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 a particular matter shall constitute a quorum for the purpose of
considering such matter at a meeting of shareholders, but less than a quorum may
adjourn from time
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to time to reconvene at such time and place as they may determine. When a quorum
is present, except as may be otherwise specified in the Articles of
Incorporation or provided by law, all matters shall be decided by the vote of
the holders of a majority of the votes entitled to be cast at the meeting, in
person or by proxy.
1.6 RECORD DATES. 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 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 at the close of business 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 distribution, or to receive such allotment of rights, or to exercise
such rights in respect to any change, conversion or exchange of shares, as the
case may be, notwithstanding any transfer of any shares on the books of the
Company after the record date so fixed.
ARTICLE II
DIRECTORS
2.1 NUMBER AND TERM. The Board of Directors shall consist of twelve
persons, comprising three classes of directors of four directors each. At each
annual meeting of shareholders, the successors to those directors whose terms
expire in that year shall be elected to hold office for a term of three years
each, so that the term of office of one class of directors shall expire in each
year.
2.2 AGE QUALIFICATION. No person, other than an
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officer or employee of the Company, shall be elected or reelected a director
after reaching 72 years of age; provided, however, that at the 1999 annual
meeting of shareholders George H. Glatfelter may be reelected a director for one
additional three-year term. When the term of any director, other than George H.
Glatfelter or an officer or employee of the Company, extends beyond the date
when the director reaches 72 years of age, such director shall resign from the
Board of Directors effective at the annual meeting of shareholders next
succeeding his 72nd birthday; provided, however, that Roger S. Hillas and Paul
R. Roedel may continue as directors after reaching 72 years of age and until the
expiration of their terms at the 2001 annual meeting of shareholders.
2.3 VACANCIES. In the case of any vacancy in the Board of Directors
by death, resignation or for any other cause, including an increase in the
number of directors, the Board may fill the vacancy by choosing a director to
serve until the next selection of the class for which such director has been
chosen and until his successor has been selected and qualified or until his
earlier death, resignation or removal.
2.4 ANNUAL MEETING. An annual meeting of the Board of Directors
shall be held each year as soon as practicable after the annual meeting of
shareholders, at the place where such meeting of shareholders was held or at
such other place as the Board of Directors may determine, for the purposes of
organization, election of officers and the transaction of such other business as
shall come before the meeting. No notice of the meeting need be given.
2.5 REGULAR MEETINGS. Regular meetings of the Board of Directors may
be held without notice at such times and at such places as the Board of
Directors may determine.
2.6 SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by the Chairman of the Board, the President or any three or more
directors. Notice of every special meeting shall be given to each director not
later than the second day immediately preceding the day of such meeting in the
case of notice by mail, telegram or courier service, and not later than the day
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immediately preceding the day of such meeting in the case of notice delivered
personally or by telephone, telex, TWX or facsimile transmission. Such notice
shall state the time and place of the meeting, but, except as otherwise provided
in the by-laws, neither the business to be transacted at, nor the purpose of,
any special meeting of the Board of Directors need be specified in the notice,
or waiver of notice, of such meeting.
2.7 QUORUM. A majority of the directors in office shall constitute a
quorum for the transaction of business but less than a quorum may adjourn from
time to time to reconvene at such time and place as they may determine.
2.8 COMPENSATION. Directors shall receive such compensation for
their services as shall be fixed by the Board of Directors.
2.9 COMMITTEES. The Board of Directors may, by resolution adopted by
a majority of the whole Board, designate one or more committees, each committee
to consist of two or more of the directors of the Company. The Board 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. Any
such committee to the extent provided in such resolution shall have and exercise
the authority of the Board of Directors in the management of the business and
affairs of the Company.
2.10 PARTICIPATION IN MEETINGS BY COMMUNICATIONS EQUIPMENT. One or
more directors may participate in a meeting of the Board of Directors or a
committee of the Board by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
2.11 LIABILITY OF DIRECTORS. A director of the Company shall not be
personally liable for monetary damages for any action taken, or any failure to
take any action, on or after January 27, 1987 unless he has breached or failed
to perform the duties of his office as provided for under Section 1713 of the
Pennsylvania Business Corporation Law of 1988, as amended, and the breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness.
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Any repeal, amendment, or modification of this Paragraph shall be prospective
only and shall not increase, but may decrease, the liability of a director with
respect to actions or failures to act occurring prior to such change.
2.12 OFFICERS. The Board of Directors shall have power to elect or
appoint at any time a Chairman of the Board, a President, one or more Vice
Presidents, a Secretary, a Treasurer, a Comptroller and such other officers as
the Board of Directors may deem advisable. Any two or more offices may be held
by the same person.
2.13 TERM. Each officer shall hold office until his successor is
elected or appointed and qualified or until his death, resignation or removal by
the Board of Directors.
2.14 AUTHORITY, DUTIES AND COMPENSATION. All officers shall have
such authority, perform such duties and receive such compensation as may be
provided in the by-laws or as may be determined by the Board of Directors.
2.15 CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside
at all meetings of the Board of Directors and of the Executive Committee, and in
the absence or disability of the President shall have the authority and perform
the duties of the President.
2.16 PRESIDENT. The President shall be the chief executive officer
of the Company and shall preside at all meetings of the shareholders and, in the
absence or disability of the Chairman of the Board, of the Executive Committee
of the Board of Directors. He shall be responsible for the general management of
the business, subject to the control of the Board of Directors. In the absence
or disability of the Chairman, or if that office is vacant, the President shall
preside at all meetings of the Board of Directors.
2.17 VICE PRESIDENTS. In the absence or disability of the President
and Chairman of the Board, the Vice Presidents in the order designated by the
Board of Directors shall have the authority and perform the duties of the
President.
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2.18 SECRETARY. The Secretary shall give notice of meetings of the
shareholders, of the Board of Directors and of the Executive Committee, attend
all such meetings and record the proceedings thereof. In the absence or
disability of the Secretary, an Assistant Secretary or any other person
designated by the Board of Directors or the President shall have the authority
and perform the duties of the Secretary.
2.19 TREASURER. The Treasurer shall have charge of the securities of
the Company and the deposit and disbursement of its funds, subject to the
control of the Board of Directors. In the absence or disability of the
Treasurer, an Assistant Treasurer or any other person designated by the Board of
Directors or the President shall have the authority and perform the duties of
the Treasurer.
2.20 COMPTROLLER. The Comptroller shall be the principal accounting
officer and shall keep books recording the business transactions of the Company.
He shall be in charge of the accounts of all of its offices and shall promptly
report and properly record in the books of the Company all relevant data
relating to the Company's business.
ARTICLE III
INDEMNIFICATION
3.1 INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS. The
Company shall indemnify any director or officer of the Company or any of its
subsidiaries who was or is an "authorized representative" of the Company (which
shall mean for the purposes of Paragraphs 3.1. through 3.7, a director or
officer of the Company, or a person serving at the request of the Company as a
director, officer, partner, fiduciary or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise)
and who was or is a "party" (which shall include for purposes of Paragraphs 3.1
through 3.7 the giving of testimony or similar involvement) or is threatened to
be made a party to any "proceeding" (which shall mean for purposes of Paragraphs
3.1 through 3.7 any
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threatened, pending or completed action, suit, appeal or other proceeding of any
nature, whether civil, criminal, administrative or investigative, whether formal
or informal, and whether brought by or in the right of the Company, its
shareholders or otherwise) by reason of the fact that such person was or is an
authorized representative of the Company to the fullest extent permitted by law,
including without limitation indemnification against expenses (which shall
include for purposes of Paragraphs 3.1 through 3.7 attorneys' fees and
disbursements), damages, punitive damages, judgments, 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 is finally determined by a court to have constituted willful
misconduct or recklessness. If an authorized representative is not entitled to
indemnification in respect of a portion of any liabilities to which such person
may be subject, the Company shall nonetheless indemnify such person to the
maximum extent for the remaining portion of the liabilities.
3.2 ADVANCEMENT OF EXPENSES. The Company shall pay the expenses
(including attorneys' fees and disbursements) actually and reasonably incurred
in defending a proceeding on behalf of any person entitled to indemnification
under Paragraph 3.1 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 such person is not entitled to be
indemnified by the Company as authorized in Paragraphs 3.1 through 3.7 and may
pay such expenses in advance on behalf of any employee or agent on receipt of a
similar undertaking. The financial ability of such authorized representative to
make such repayment shall not be prerequisite to the making of an advance.
3.3 EMPLOYEE BENEFIT PLANS. For purposes of Paragraphs 3.1 through
3.7, the Company shall be deemed to have requested an officer or director to
serve as fiduciary with respect to an employee benefit plan where the
performance by such person of duties to the Company also imposes duties on, or
otherwise involves services by, such person as a fiduciary with respect to the
plan; excise taxes
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assessed on an authorized representative with respect to any transaction with an
employee benefit plan shall be deemed "fines"; and 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 Company.
3.4 SECURITY FOR INDEMNIFICATION OBLIGATIONS. To further effect,
satisfy or secure the indemnification obligations provided herein or otherwise,
the Company 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 Company, 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.
3.5 RELIANCE UPON PROVISIONS. Each person who shall act as an
authorized representative of the Company shall be deemed to be doing so in
reliance upon the rights of indemnification provided by these Paragraphs 3.1
through 3.7.
3.6 AMENDMENT OR REPEAL. All rights of indemnification under
Paragraphs 3.1 through 3.7 shall be deemed a contract between the Company and
the person entitled to indemnification under these Paragraphs 3.1 through 3.7
pursuant to which the Company 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.
3.7 SCOPE. The indemnification, as authorized by these Paragraphs
3.1 through 3.7, 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,
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both as to action in an 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 these Paragraphs 3.1 through 3.7 shall
continue as to a person who has ceased to be an officer or director in respect
of matters arising prior to such time, and shall inure to the benefit of the
heirs and personal representatives of such person.
ARTICLE IV
STOCK CERTIFICATES AND CORPORATE SEAL
4.1 EXECUTION. Certificates for shares of capital stock of the
Company shall be signed by the President or a Vice President and by the
Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer, but
where a certificate is signed by a transfer agent or a registrar, the signature
of any corporate officer may be a facsimile, engraved or printed. The corporate
seal, which may be a facsimile, engraved or printed, shall appear on each
certificate but need not be attested. In case any officer who has signed or
whose facsimile signature has been placed upon any certificate shall have ceased
to be such officer because of death, resignation or otherwise, before the
certificate is issued, it may be issued by the Company with the same effect as
if the officer had not ceased to be such at the date of its issue. No
certificate for shares of capital stock of the Company shall be issued in place
of any certificate alleged to have been lost, stolen or destroyed, except in
such manner and upon such terms as the Board of Directors shall authorize.
4.2 SEAL. The Company shall have a corporate seal which shall bear
the name of the Company and State and year of its incorporation. The seal shall
be in the custody of the Secretary and may be used by causing it or a facsimile
to be impressed or reproduced upon or affixed to any document.
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ARTICLE V
NOTICES
5.1 FORM OF NOTICE. Whenever written notice is required to be given
to any person by law, the Articles of Incorporation or these by-laws, it may be
given to such person either personally or by telephone or by sending a copy
thereof by first class or express mail, postage prepaid, or by telegram (with
messenger service specified), telex or TWX (with answerback received) or courier
service, charges prepaid, or by facsimile transmission, to the address (or the
telex, TWX or facsimile number) appearing on the books of the Company or, in the
case of a director, to the address supplied by the director to the Company for
the purpose of notice. If the notice is sent by mail, telegraph or courier
service, it shall be deemed to have been given to the person entitled thereto
when deposited in the United States mail or with a telegraph office or courier
service for delivery to that person or, in the case of telex or TWX, when
dispatched or, in the case of facsimile transmission, when received. A notice of
meeting shall specify the place, day and hour of the meeting.
5.2 WAIVER OF NOTICE. Any notice required to be given under these
by-laws may be effectively waived by the person entitled thereto by written
waiver signed before or after the meeting to which such notice would relate or
by attendance at such meeting otherwise than for the purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the
meeting was not lawfully called or convened.
ARTICLE VI
AMENDMENTS
6.1 AMENDMENTS. These by-laws may be amended or repealed and new
by-laws may be adopted by the affirmative vote of a majority of the directors of
the Company or by the affirmative vote of shareholders entitled to cast a
majority
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of the votes which all shareholders are entitled to cast at any annual, regular
or special meeting of directors or shareholders, as the case may be; provided,
however, that new by-laws may not be adopted and these by-laws may not be
amended or repealed in any way that limits indemnification rights, increases the
liability of directors or changes the manner or vote required for any such
adoption, amendment or repeal, except by the affirmative vote of the
shareholders entitled to cast at least a majority of the votes which all
shareholders are entitled to cast thereon. In the case of a meeting of
shareholders, written notice shall be given to each shareholder entitled to vote
thereat that the purpose, or one of the purposes, of the meeting is to consider
the adoption, amendment or repeal of the by-laws.
ARTICLE VII
EMERGENCY BY-LAWS
7.1 WHEN OPERATIVE. The emergency by-laws provided by the following
Paragraphs shall be operative during any emergency resulting from warlike damage
or an attack on the United States or any nuclear or atomic disaster,
notwithstanding any different provision in the preceding Paragraphs of the
by-laws or in the Articles of Incorporation of the Company or in the
Pennsylvania Business Corporation Law. To the extent not inconsistent with these
emergency by-laws, the by-laws provided in the preceding Paragraphs shall remain
in effect during such emergency and upon the termination of such emergency the
emergency by-laws shall cease to be operative unless and until another such
emergency shall occur.
7.2 MEETINGS. During any such emergency:
(a) Any meeting of the Board of Directors may be called by any
director. Whenever any officer of the Company who is not a director has reason
to believe that no director is available to participate in a meeting, such
officer may call a meeting to be held under the provisions of this Paragraph.
(b) Notice of each meeting called under the provisions of this
Paragraph shall be given by the person calling the meeting or at his request by
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any officer of the Company. The notice shall specify the time and the place of
the meeting, which shall be the head office of the Company at the time if
feasible and otherwise any other place specified in the notice. Notice need be
given only to such of the directors as it may be feasible to reach at the time
and may be given by such means as may be feasible at the time, including
publication or radio. If given by mail, messenger, telephone or telegram, the
notice shall be addressed to the director at his residence or business address
or such other place as the person giving the notice shall deem suitable. In the
case of meetings called by an officer who is not a director, notice shall also
be given similarly, to the extent feasible, to the persons named on the list
referred to in part (c) of this Paragraph. Notice shall be given at least two
days before the meeting if feasible in the judgment of the person giving the
notice and otherwise the meeting may be held on any shorter notice he shall deem
suitable.
(c) At any meeting called under the provisions of this
Paragraph, the director or directors present shall constitute a quorum for the
transaction of business. If no director attends a meeting called by an officer
who is not a director and if there are present at least three of the persons
named on a numbered list of personnel approved by the Board of Directors before
the emergency, those present (but not more than the seven appearing highest in
priority on such list) shall be deemed directors for such meeting and shall
constitute a quorum for the transaction of business.
7.3 LINES OF SUCCESSION. The Board of Directors, during as well as
before any such emergency, may provide, and from time to time modify, lines of
succession in the event that during such an emergency any or all officers or
agents of the Company shall for any reason be rendered incapable of discharging
their duties.
7.4 OFFICES. The Board of Directors, during as well as before any
such emergency, may, effective in the emergency, change the head office or
designate several alternative head offices or regional offices, or authorize the
officers so to do.
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7.5 LIABILITY. No officer, director or employee acting in accordance
with these emergency by-laws shall be liable except for willful misconduct.
7.6 REPEAL OR CHANGE. These emergency by-laws shall be subject to
repeal or change by further action of the Board of Directors or by action of the
shareholders, except that no such repeal or change shall modify the provisions
of the next preceding Paragraph with regard to action or inaction prior to the
time of such repeal or change.
ARTICLE VIII
PENNSYLVANIA ACT 36 OF 1990
8.1 FIDUCIARY DUTY. Subsections (a) through (d) of Section 1715 of
the Pennsylvania Business Corporation Law of 1988, as amended, shall not be
applicable to the Company.
8.2 CONTROL-SHARE ACQUISITIONS. Subchapter G of Chapter 25 of the
Pennsylvania Business Corporation Law of 1988, as amended, (relating to
control-share acquisitions), shall not be applicable to the Company.
8.3 DISGORGEMENT. Subchapter H of Chapter 25 of the Pennsylvania
Business Corporation Law of 1988, as amended, (relating to disgorgement by
certain controlling shareholders following attempts to acquire control), shall
not be applicable to the Company.
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