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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 22, 1999
MATTHEWS INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-9115 and 0-24494 25-0644320
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Numbers) Identification No.)
Two NorthShore Center, Pittsburgh, Pennsylvania 15212
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 442-8200
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ITEM 5. OTHER EVENTS
At a meeting on July 22, 1999, the Board of Directors of the Company approved
the addition of new Section 2.09 to Article II of the By-laws of the Company.
The new section of the By-laws requires that any shareholder of the Company
intending to present a proposal for action by the shareholders at an annual
meeting must give written notice of the proposal, containing specified
information, to the Secretary of the Company not later than the notice
deadline established under the new section of the By-laws.
The notice deadline will generally be 75 days prior to the anniversary date
of the Company's annual meeting for the previous year. For the year 2000
annual meeting, this notice deadline will be December 8, 1999. Compliance
with the notice requirements of the new section of the By-laws will be
required in order for a shareholder proposal to be presented for a shareholder
vote at an annual or special meeting. The advance notice By-law is in
addition to the provisions of the Restated Articles of Incorporation of the
Company governing the nomination of director candidates.
The new section of the By-laws will not affect any rights of a shareholder to
request inclusion of a proposal in the Company's proxy statement pursuant to
Securities and Exchange Commission Rule 14a-8 or to present for action at an
annual meeting any proposal so included. Rule 14a-8 requires that notice of
shareholder proposals requested to be included in the Company's proxy
materials pursuant to that Rule must generally be furnished to the Company not
later than 120 days prior to the anniversary date of the Company's proxy
statement for the previous year's annual meeting. For the year 2000 annual
meeting, the Rule 14a-8 notice deadline is October 29, 1999.
ITEM 7. EXHIBITS
The following Exhibit to this report is filed herewith:
Exhibit
No. Description
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3.1 Restated By-laws
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MATTHEWS INTERNATIONAL CORPORATION
(Registrant)
By Edward J. Boyle
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Edward J. Boyle
Vice President, Accounting &
Finance, Treasurer and Secretary
Date: July 26, 1999
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Exhibit 3.1
MATTHEWS INTERNATIONAL CORPORATION
RESTATED BY-LAWS
ARTICLE I
General
Section 1.01. Seal. The Company shall have a corporate seal which shall
consist of circle with the words, MATTHEWS INTERNATIONAL CORPORATION around the
outer part thereof and the words, "Corporate Seal, 1902" therein.
Section 1.02. Fiscal Year. The fiscal year of the Company shall end on the
30th day of September.
Section 1.03. Financial Resorts to Shareholders. The Board of Directors shall
have discretion to determine whether and when financial reports shall be sent
to shareholders, what any such reports contain, and whether such reports shall
be audited and accompanied by the report of an independent or certified
public accountant.
ARTICLE II
Meetings
Section 2.01. Time and Place of Annual Meeting. The annual meeting of the
shareholders shall be held at such time as shall be designated by the Board of
Directors, at the principal office of the Company or at such other place,
within or without the Commonwealth of Pennsylvania, as shall be designated by
the Board of Directors.
Section 2.02. Special Meetings. Special meetings of the shareholders may be
called at any time by the Chairman of the Board of Directors, or the President,
or the Board of Directors, or upon written notice to the Secretary of the
Company by persons who hold of record not less than 20% of the shares entitled
to be voted upon any proposal to be considered at such meeting. Subject to
Section 2.03, each such special meeting shall be held on the date designated
in the call of such meeting, or, if no such date is so designated, on such date
as may be fixed by the Board of Directors, or, if no such date shall be so
fixed, on the 20th business day following the date of such call.
Section 2.03. Notice of Meetings. Written notice of every meeting of the
shareholders shall be given by, or at the direction of, the person or persons
entitled to call the meeting, at least five days prior to the date fixed for
the meeting and at least 14 days prior to the date fixed for any meeting at
which Directors are to be elected. Such notice either personally or by sending
a copy thereof through the mail or by telegram, charges prepaid, to each
shareholder at his address appearing on the books of the Company or supplied
by him to the Company for the purpose of notice. Such notice shall specify the
place, day, and hour of the meeting and, in the case of a special meeting, the
general nature of the business to be transacted. No notice of an adjourned
meeting need be given other than by announcement at the meeting at which such
adjournment is taken.
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Section 2.04. Waiver of Notice. A waiver of notice in waling signed by the
shareholders or Directors entitled to such notice, whether before or after the
time of the meeting stated therein, shall be deemed equivalent to the giving
of such notice. Except as required by law, neither the business to be
transacted nor the purpose of the meeting need be specified in the waiver of
notice of such meeting. Attendance of a person either in person or by proxy
at any meeting shall constitute a waiver of notice of such meeting, except
where such person attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting was not lawfully called or
convened.
Section 2.05. Quorum. The presence in person or by proxy of the holders of
record of a majority of the shares entitled to be voted upon any proposal to
be considered at the meeting shall constitute a quorum. The shareholders
present at a duly organized meeting can continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave
less than a quorum. If a meeting cannot be organized because a quorum has not
attended, those present may adjourn the meeting to such time and place as they
may determine but, in the case of any meeting called for the election of
Directors, those who attend the second of such adjourned meetings, although
less than a quorum, shall nevertheless constitute a quorum for the purpose of
electing Erectors.
Section 2.06. Presiding Officers. The Chairman of the Board, or in his
absence the President, shall preside, and the Secretary shall take the minutes,
at all meetings of the shareholders. In the absence of the Chairman of the
Board and the President, the presiding Officer shall be designated by the Board
of Directors or if not so designated selected by the shareholders present; and
if the Secretary is unable to take the minutes of the meeting, the presiding
Officer shall designate any other person to do so.
Section 2.07. Voting Power. Except as otherwise provided by law or in the
Articles or in the By laws, any proposal duly made at a meeting of the
shareholders shall be adopted only upon the affirmative vote, in person or by
proxy, of the holders of record of majority of the shares represented at the
meeting and entitled to be voted on such proposal.
Section 2.08. Non Personal Attendance. One or more Directors or shareholders
may participate in a meeting of the Board, a Committee of the Board, or of the
shareholders through communications equipment by means of which all persons
participating in such meeting may hear each other.
Section 2.09. Notice of Shareholder Business.
(a) Annual Meetings of Shareholders.
(1) The proposal of business to be considered by the shareholders at an annual
meeting of shareholders must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors
(including by a Committee appointed by the Board of Directors), (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors (including by a Committee appointed by the Board of Directors), or
(c) otherwise properly brought before the meeting by a shareholder of the
Company who was a shareholder of record at the time of giving of notice
provided for in this Section 2.09(a), who is entitled to vote at the meeting
and who complied with the notice procedures set forth in this Section 2.09(a).
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(2) For business to be properly brought before an annual meeting by a
shareholder pursuant to paragraph (a)(1) of this Section 2.09, the shareholder
must have given timely notice thereof in writing to the Secretary of the
Company and such other business must be a proper matter for shareholder action.
To be timely, a shareholder's written notice of such business shall be received
by Secretary at the principal executive offices of the Company not later than
the close of business on the 75th day nor earlier than the close of business
on the 120th day prior to the anniversary date of the immediately preceding
annual meeting; provided, however, that in the event that the date of the
annual meeting is more than 30 days before or more than 60 days after the first
anniversary of the preceding year's annual meeting, notice by the shareholder
to be timely must be so delivered not earlier than the close of business on the
120th day prior to such annual meeting and not later than the close of business
on the later of the 75th day prior to such annual meeting or the 10th day
following the day on which public announcement of the date of such meeting is
first made. In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a shareholder's
notice as described above. Such shareholder's notice shall set forth (a) a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest
in such business of such shareholder and the beneficial owner, if any, on whose
behalf the proposal is made; (b) a representation that the shareholder intends
to appear in person or by proxy at the meeting to raise the proposal specified
in the notice; and (c) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the proposal is made (i) the name and
address of such shareholder, as they appear on the Company's books, and of such
beneficial owner and (ii) the class and number of shares of the Company which
are owned beneficially and of record by such shareholder and such
beneficial owner.
(b) Special Meetings of Shareholders. Only such business shall be conducted
at a special meeting of shareholders as shall have been brought before the
meeting pursuant to the Company's notice of meeting.
(c) General.
(1) Only such business shall be conducted at a meeting of shareholders as
shall have been brought before the meeting in accordance with the procedures
set forth in this Section 2.09. Except as otherwise provided by law, the
Chairman of the meeting shall have the power and duty to determine whether any
business proposed to be brought before the meeting was made, or proposed, as
the case may be, in accordance with the procedures set forth in this Section
2.09 and, if any proposed business is not in compliance with this Section 2.09,
to declare that such defective proposal or nomination shall be disregarded.
(2) For purposes of this Section 2.09, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Company with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this Section 2.09, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 2.09. Nothing in this Section 2.09 shall be deemed to
affect any rights of (i) shareholders to request inclusion of proposals in the
Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) the holders of any series of Preferred Stock to elect directors under
specified circumstances.
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ARTICLE III
Directors
Section 3.01. Number and nomination (of Directors). The business and affairs
of the Company shall be managed by its Board of Directors, the members of which
need not be residents of the Commonwealth of Pennsylvania The number and
nomination of Directors shall be as set forth in Article SIXTH (or any
successor article thereto) of the Articles of the Company. No one shall be
eligible for nomination as a Director for any term during which, or before
which, he will attain 70 years of age.
Section 3.02. Election, Term and Vacancy. The election and term of office of
Directors shall be as set forth in Article SIXTH (or any successor article
thereto) of the Articles of the Company. Except as otherwise required by law,
vacancies on the Board of Directors including vacancies resulting from an
increase in the number of Directors shall be filled by unanimous vote of the
remaining Board.
Section 3.03. Compensation of Directors. Directors shall receive such
compensation for their services as Directors as the Board may from time to time
determine; provided that nothing herein contained shall be construed to
preclude any Director from serving the Company in any other capacity and
receiving compensation therefor.
Section 3.04. Regular Meetings; Chairman. The Board of Directors shall,
without written notice, hold an annual meeting and other regular meetings at
such times and places as the Board may determine from time to time. The Board
shall elect one of its members Chairman of the Board, and such Chairman shall
preside at all meetings of the shareholders and of the Board of Directors at
which he is present.
Section 3.05. Special Meetings. Special meetings of the Board of Directors
may be called at any time by the Board itself by vote at a meeting, or by the
Chairman of the Board, the President or by any two Directors, to be held at
such place and day and hour and for such purposes as shall be specified by the
person or persons calling the meeting. Notice of every such special meeting,
stating the place, day and hour thereof and the general nature of the business
to be transacted thereat, shall be given to all Directors by, or at the
direction of, the person or persons calling the meeting at least one day prior
to the day named for the meeting.
Section 3.06. Quorum. A majority of the full Board of Directors shall
constitute a quorum for the transaction of business at any regular or special
meeting of the Board of Directors. Unless otherwise required by law or by the
Articles of the Company, resolutions of the Board of Directors shall be
adopted, and any action of the Board at a meeting upon any matter shall be
taken and be valid, with the affirmative vote of at least a majority of the
Directors present at a meeting duly convened, provided that if all the
Directors shall severally or collectively consent in writing to any action to
be taken by the Company, such action shall be as valid corporate action as
though it had been authorized at a meeting of the Board of Directors.
Section 3.07. Presumption of Assent. Minutes of each meeting of the Board of
Directors shall be made available to each Director at or before the next
succeeding regular meeting. Every Director shall be presumed to have assented
to such minutes unless his written objection thereto shall be made to the
Secretary within seven business days after receipt thereof in draft form.
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Section 3.08. Resignation. Any Director may resign by submitting his
resignation to the Chairman of the Board or the President. Unless otherwise
specified, any such resignation shall be effective immediately upon its receipt
by such Officer.
Section 3.09. Executive Committee. The Board of Directors shall have
authority to appoint an Executive Committee consisting of not more than five
Directors, which committee shall, during intervals between meetings of the
Board of Directors, have and exercise all the authority of the Board of
Directors in the management of the business of the Company except as specially
limited by the Board of Directors.
Section 3.10. Other Committees. The Board of Directors may from time to time
appoint from its own number a Compensation Committee and such standing or other
committees as it may deem in the best interests of the Company and may invest
such committees with such powers as the Board of Directors deems appropriate.
ARTICLE IV
Officers
Section 4.01. Election of Officers. At the annual meeting of the Board of
Directors following the annual meeting of shareholders, the Board of Directors
shall elect such Officers and assistant Officers as the Board of Directors may
deem appropriate. The Board of Directors may also elect, from time to time,
such other Officers as it deems appropriate. The Board of Directors shall have
power to define the cubes of all Officers and assistant Officers, may at any
time in its discretion remove any Officer or assistant Officer appointed by it,
and shall have power at any time to fill any vacancies in any office occurring
for whatever reason. Unless sooner removed by the Board of Directors, all
Officers shall hold office until their successors are elected, or until
resignation or death, whichever is earlier. The Compensation Committee of the
Board of Directors shall fix the compensation of all principal Officers.
Section 4.02. President. The President shall have all powers and perform all
duties as from time to time may be prescribed by the Board of Directors. In
the absence of the Chairman of the Board of Directors, the President shall
preside at meetings of the shareholders and of the Board of Directors. Such
Officers as shall be designated from time to time by the Board of Directors
shall report to the President.
Section 4.03. Vice Presidents. Vice Presidents shall perform such duties as
may be assigned to them from time to time by the Board of Directors, or by the
President.
Section 4.04. Secretary. The Secretary shall attend the meetings of the
shareholders and of the Board of Directors and keep minutes thereof in suitable
books. Unless some other person is designated to give such notice, the
Secretary shall send out notices of all meetings of shareholders and of the
Board of Directors which may be called in accordance with the provisions of law
and the provisions of these By-laws. He shall perform all the usual duties
incident to the office of Secretary.
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Section 4.05. Treasurer. The Treasurer or his designee shall receive, and the
Treasurer shall be responsible for, all money paid to the Company and keep, or
cause to be kept, accurate accounts of all money received or payments made in
books kept for that purpose. He or his designees shall deposit all money
received in the name and to the credit of the Company in such bank or other
place or places of deposit as the Board of Directors shall designate. He shall
be responsible for the proper disbursement of the Company funds. He shall
perform all the usual duties incident to the office of Treasurer.
Section 4.06. Controller. The Controller shall direct the accounting
activities of the Company, including financial reporting, provision of
necessary procedures to provide accounting controls and services, and
coordination of accounting and tax policies with Divisional Operating
personnel, together with such duties as may be assigned from time to time by
the Board of Directors or by the President.
Section 4.07. Assistant Officers. Each assistant Officer shall perform such
duties as may be delegated to him by the Officer to whom he is an assistant,
and in the absence or disability of such Officer may perform the duties of such
Officer's office. Each assistant Officer shall perform such other duties as
may be assigned to him by the Board of Directors.
Section 4.08. Delegation of Duties. In case of the absence of any Officer of
the Company, or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may delegate for the time being the power
and duties, or any of them, of such Officer to any other Officer or Director
or other person whom they may select.
ARTICLE V
Execution of Documents
Section 5.01. Notes, Checks, etc. All properly authorized notes, bonds,
drafts, acceptances, checks, endorsements (other than for deposit), guarantees
and all evidences of indebtedness of the Company whatsoever require two
signatures and shall be signed by such Officers or agents of the Company,
subject to such requirements as to countersignatures or other conditions, as
the Board of Directors from time to time may determine. Facsimile signatures
on checks may be used if authorized by the Board of Directors.
Section 5.02. Execution of Instruments Generally. Except as provided in
Section 5.01 all deeds, mortgages, contracts (except contracts in the normal
course of business), and other instruments requiring execution of the Company
may be executed and delivered by any Officer of the Company or by any such
other person as may be authorized by the Board of Directors.
ARTICLE VI
Section 6.01. Personal Liability of Directors.
(a) To the fullest extent the laws of the Commonwealth of Pennsylvania permit
elimination or limitation of the liability of Directors, no Director of the
Company shall be personally liable for monetary damages as such for any action
taken, or any failure to take any action, as a Director.
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(b) This Section 6.01 shall apply to any breach of performance of duty or any
failure of performance of duty by any Director of the Company occurring after
January 27, 1987. The provisions of this Section shall be deemed to be a
contract with each Director of the Company who serves as such at any time while
this Section is in effect and each such Director shall be deemed to be so
serving in reliance on the provisions of this Section. Any amendment or repeal
of this Section or adoption of any other By-law or provision of the Articles
of the Company which has the effect of increasing Director liability shall
operate prospectively only and shall not have any effect with respect to any
action taken, or any failure to act, by a Director prior to such amendment,
repeal or adoption.
Section 6.02. Indemnification of Directors, Officers and Others.
(a) Right to Indemnification. Except as prohibited by law, every Director and
Officer of the Company shall be entitled as of right to be indemnified by the
Company against expenses and any liabilities paid or incurred by such person
in connection with any actual or threatened claim, action, suit, or proceeding,
civil, criminal, administrative, investigative or other, whether brought by or
in the right of the Company or otherwise, in which he or she may be involved
in any manner, as a party, witness or otherwise, or is threatened to be made
so involved, by reason of such person being or having been a Director or
Officer of the Company or of a subsidiary of the Company or by reason of the
fact that such person is or was serving at the request of the Company as a
Director, Officer, employee, fiduciary or other representative of another
Company, partnership, joint venture, trust, employee benefit plan or other
entity (such claim, action, suit or proceeding hereinafter being referred to
as Factions); provided, that no such right of indemnification shall exist with
respect to an Action initiated by an indemnitee (as hereinafter defined)
against the Company (an Indemnitee Actions); except as provided in the last
sentence of this Subsection (a) Persons who are not Directors or Officers of
the Company may be similarly indemnified in respect of service to the Company
or to another such entity at the request of the Company to the extent the Board
of Directors at any time designates any of such persons as entitled to the
benefits of this Article. As used in this Section 6.02, an indemnitee shall
include each Director and Officer of the Company and each other person
designated by the Board of Directors as entitled to the benefits of this
Section 6.02, expenses shall mean all expenses actually and reasonably
incurred, including fees and expenses of counsel selected by an indemnitee, and
Liabilities shall mean amounts of judgments, excise taxes, fines, penalties and
amounts paid in settlement. An indemnitee shall be entitled to be indemnified
pursuant to this Subsection (a) for expenses incurred in connection with any
Indemnitee Action only (i) if the indemnitee is successful, as provided in
Subsection (c) of this Section 6.02, (ii) if the indemnitee is successful in
whole or in part in another Indemnitee Action for which expenses are claimed
or (iii) if the indemnification for expenses is included in a settlement of,
or is awarded by a court in, such other Indemnitee Action.
(b) Right to Advancement of Expenses. Every indemnitee shall be entitled as
of right to have his or her expenses in defending any Action, or in initiating
and pursuing any Indemnitee Action for indemnity or advancement of expenses
under Subsection (c) of this Section 6.02, paid in advance by the Company prior
to final disposition of such Action or Indemnitee Action, provided that the
Company receives a written undertaking by or on behalf of the indemnitee to
repay the amount advanced it if it should ultimately be determined that the
indemnitee is not entitled to be indemnified for such expenses.
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(c) Right of Indemnitee to Initiate Action. If a written claim under
Subsection (a) or Subsection (b) of this Section 6.02 is not paid in full by
the Company within 30 days after such claim has been received by the Company,
the indemnitee may at any time thereafter initiate an Indemnitee Action the
unpaid amount of the claim and, if successful in whole or in part, the
indemnitee shall also be entitled to be paid the expense of prosecuting such
Indemnitee Action. The only defense to an Indemnitee Action to recover on a
claim for indemnification under Subsection (a) of this Section 6.02 shall be
that the indemnitee's conduct was such that under Pennsylvania law the Company
is prohibited from indemnifying the indemnitee for the amount claimed, but the
burden of proving such defense shall be on the Company. The only defense to
an Indemnitee Action to recover a claim for advancement of expenses under
Subsection (b) of this Section 6.02 shall be the indemnitee's failure to
provide the undertaking required by Subsection (b) of this Section 6.02.
(d) Insurance and Funding. The Company may purchase and maintain insurance
to protect itself and any person eligible to be indemnified hereunder against
any liability or expense asserted or incurred by such person in connection with
any Action, whether or not the Company would have the power to indemnify such
person against such liability or expense by law or under the provisions of this
Section 6.02. The Company may create a trust fund, grant a security interest,
cause a letter of credit to be issued or use other means (whether or not
similar to the foregoing) to ensure the payment of such sums as may become
necessary to effect indemnification as provided herein.
(e) Non-Exclusivity; Nature and Extent of Rights. The rights to
indemnification and advancement of expenses provided for in this Section 6.02
shall (i) not be deemed exclusive of any other rights, whether now existing or
hereafter created, to which any indemnitee may be entitled under any agreement
or by law, charter provision, vote of shareholders or Directors or otherwise,
(ii) be deemed to create contractual rights in favor of each indemnitee who
serves the Company at any time while this Section 6.02 is in effect (and each
such indemnitee shall be deemed to be so serving in reliance on the provisions
of this Section), and (iii) continue as to each indemnitee who has ceased to
have the status pursuant to which he or she was entitled or was designated as
entitled to indemnification under this Section and shall inure to the benefit
of the heirs and legal representatives of each indemnitee. Any amendment or
repeal of this Section 6.02 or adoption of any other By-law or provision of the
Articles of the Company which limits in any way the right to indemnification
or the right to advancement of expenses provided for in this Section 6.02 shall
operate prospectively only and shall not affect any action taken, or failure
to act, by an indemnitee prior to the adoption of such amendment, repeal,
By-law or other provision.
(f) Partial Indemnity. If an indemnitee is entitled under any provision of
this Section 6.02 to indemnification by the Company for some or a portion of
the expenses or liabilities paid or incurred by the indemnitee in the
preparation, investigation, defense, appeal or settlement of any Action or
Indemnitee Action but not, however, for the total amount thereof, the Company
shall indemnify the indemnitee for the portion of such expenses or liabilities
to which the indemnitee is entitled.
(g) Applicability of Section. This Section 6.02 shall apply to every Action,
except that it shall not apply to the extent that Pennsylvania law does not
permit its application to any breach of performance of duty or any failure of
performance of duty by an indemnitee occurring prior to January 27, 1987.
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ARTICLE VII
Share Certificates and Transfers
Section 7.01. Share Certificates. Share Certificates of the Company shall be
in such form as the Board of Directors may from time to time determine. Every
share certificate shall be signed by the Chairman of the Board, Chief Executive
Officer, President, or a Vice President, or by any other Officer designated by
the Board of Directors, and shall be countersigned by the Secretary and sealed
with the Corporate Seal. The Corporate Seal may be a facsimile, engraved or
printed, and where the share certificate is manually signed by a Corporate
Officer, a transfer agent or a registrar the signature of any Corporate Officer
upon such certificate may be a facsimile, engraved or printed.
Section 7.02. Transfer of Shares. The shares of the capital stock of the
Company shall, upon the surrender for cancellation of the certificate or
certificates representing the same, properly endorsed, be transferred upon the
books of the Company at the request of the holder thereof named in the
surrendered certificate or certificates in person or by his legal
representative or his attorney duly authorized by a written power of attorney
filed with the Company.
Section 7.03. Loss, Destruction or Mutilation of Share Certificate. In case
of loss, destruction or mutilation of a share certificate, another may be
issued in lieu thereof upon such terms and conditions as the Board of Directors
may from time to time determine.
Section 7.04. Regulations Relating to Shares. The Board of Directors shall
have power and authority to make such rules and regulations not inconsistent
with these By-laws as it may deem expedient concerning the issue, transfer and
registration of share certificates.
Section 7.05. Holder of Record. The Company shall be entitled to treat the
holder of record of any share or shares of stock of the Company as the holder
and owner in fact thereof for all purposes and shall not be bound to recognize
any equitable or other claim to or right, title, or interest in such shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise required by law.
Section 7.06. Non-applicability of Statute. Section 910 of the Pennsylvania
Business Corporation Law (pertaining to control transactions) shall not be
applicable to the Company. (This By-law provision was adopted by action of the
Board of Directors on March 9, 1984 and restated on May 20, 1988, and may not
be rescinded except by an amendment to the Articles of Incorporation.)
Section 7.07. Non-Applicability of Statute. Section 911 of the Pennsylvania
Business Corporation Law (pertaining to certain business combinations) shall
not be applicable to the Company. (This By-law provision was adopted by action
of the Board of Directors effective May 20, 1988.)
Section 7.08. Non-Applicability of Statute. Subchapter G, Subchapter H,
Subchapter I and Subchapter J of Chapter 25 of the Pennsylvania Business
Corporation Law (pertaining to control share transactions) shall not be
applicable to the Company. (This By-law provision was adopted by action of the
Board of Directors effective May 18, 1990.)
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ARTICLE VIII
Section 8.01. Profit Distribution to Employees. The Board of Directors is
hereby authorized to determine from time to time, and at its sole and complete
discretion, whether and to what extent bonuses or profit distributions should
be paid to Officers, department heads or any other employees of the Company.
In making such determination, the Board of Directors or its designee shall have
full power and authority, in its sole and complete discretion, to determine the
recipients, the basis, the amount and the nature (whether in cash, stock or
otherwise) of any such bonus or profit distribution; provided, however, no such
bonus or profit distribution shall be made at any time unless, after giving
effect thereto, and after all expenses, taxes and contingent liabilities are
provided for, there shall be remaining out of the Company's current year's
Consolidated Net Income an amount equal to or greater than 6% of the Invested
Capital of the Company at the date of any such determination. For the purposes
of this Section, the terms Consolidated Net Incomes and invested Capitals shall
be determined in accordance with sound accounting principles. To be eligible
for consideration for a profit sharing distribution, an employee must have
completed at least three months of service with the Company at the close of the
period for which profit sharing is being paid. In those locations where a
labor agreement provides for the discontinuance or omission of the Profit
Sharing Plan, bargaining unit employees will not be eligible for profit
sharing distribution.
ARTICLE IX
Section 9.01. Amendments. These By-laws may be altered or amended by the
Board of Directors or the shareholders at any annual, regular or special
meeting duly convened after notice of the specific Sections to be altered or
amended
