<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CORESTATES CAPITAL CORP
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1946384
(State of incorporation or organization) (I.R.S. Employer Identification
No.)
Pennsylvania National Bank Building, 1345 Chestnut Street, Philadelphia PA 19101
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction. A.(c)(1), please check
the following box. [X]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(e)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
6 5/8% Subordinated Notes New York Stock Exchange
due March 15, 2005
5 7/8% Subordinated Notes New York Stock Exchange
due October 15, 2003
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant's Securities to be Registered.
The material set forth in the section captioned "Description of the Notes" in
the Registrant's Form S-3 Registration Statement (Registration No. 33-57034)
filed with the Securities and Exchange Commission on March 3, 1993, is
incorporated herein by reference.
The material set forth in the section captioned "Description of the Notes" in
the Registrant's
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Form S-3 Registration Statement (Registration No. 33-57034 ) filed with the
Securities and Exchange Commission on October 13, 1993, is incorporated herein
by reference.
Item 2. Exhibits.
1. Certificate of Incorporation of National Central Commercial Corporation.
2. Certificate of Amendment, Changing the name of National Central
Commercial Corporation to CoreStates Capital Corp.
3. CoreStates Capital Corp ByLaws as amended through 11/1/83.
4. Form of the Registrant's 6 5/8% Subordinated Note due 2005.
5. Indenture, dated as of December 1, 1990, between Registrant and Bank
One, Columbus, NA, as Trustee relating to the 6 5/8% Subordinated Notes
due 2005, and relating to the 5 7/8% Subordinated Notes due 2003./1/
6. Indenture, dated as of March 1, 1993, between Registrant and Bank One,
Columbus, NA, as Trustee, relating to the 6 5/8% Subordinated Notes due
2005, and relating to the 5 7/8% Subordinated Notes due 2003./2/
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/1/Incorporated by reference from Exhibit 4.2 to CoreStates Financial Corp
current report on Form 8-k dated January 29, 1991.
/2/Incorporated by reference from Exhibit 4 to CoreStates Financial Corp
current report on Form 8-k dated April 23, 1993 as amended.
2
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized, on this 31st day of May.
---- ---
CORESTATES CAPITAL CORP
By: /s/ David T. Walker
--------------------
David T. Walker
Secretary
3
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Exhibit 3.1(i)
COMMONWEALTH OF PENNSYLVANIA
[COMMONWEALTH OF PENNSYLVANIA LOGO APPEARS HERE]
Department of State
Office of the
Secretary of the Commonwealth
To all to whom these Presents shall come, Greeting:
WHEREAS, Under the provisions of the Business Corporation Law, approved the
5th day of May, Anno Domini one thousand nine hundred and thirty-three, P. L.
364, as amended, the Department of State is authorized and required to issue a
CERTIFICATE OF INCORPORATION
evidencing the incorporation of a business corporation organized under the terms
of that law.
AND WHEREAS, The stipulations and conditions of that law have been fully
complied with by the persons desiring to incorporate as
NATIONAL CENTRAL COMMERCIAL CORPORATION
THEREFOR, KNOW YE, That subject to the Constitution of this Commonwealth
and under the authority of the Business Corporation Law, I do by these presents,
which I have caused to be sealed with the Great Seal of the Commonwealth,
create, erect, and incorporate the incorporation of and the subscribers to the
shares of the proposed corporation named above, their associates and successors,
and also those who may thereafter become subscribers or holders of the shares of
such corporation, into a body politic and corporate in deed and in law by the
name chosen hereinbefore specified, which shall exist
perpetually and shall be invested with and have and enjoy all the powers,
privileges, and franchises incident to a business corporation and be subject to
all the duties, requirements, and restrictions specified and enjoined in and by
the Business Corporation Law and all other applicable laws of this Commonwealth.
Given under my Hand and the Great Seal of the
Commonwealth, at the City of Harrisburg,
this 29th day of April
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in the year of our Lord one thousand nine
hundred and seventy-four and of
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the Commonwealth the one hundred and
ninety-eighth
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/s/ C. DeLores Tucker
-----------------------------------------
Secretary of the Commonwealth
ec
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Exhibit 3.2(i)
COMMONWEALTH OF PENNSYLVANIA
[COMMONWEALTH OF PENNSYLVANIA LOGO APPEARS HERE]
Department of State
To All to Whom These Presents Shall Come, Greeting:
Whereas, In and by Article VIII of the Business Corporation Law, approved the
fifth day of May, Anno Domini one thousand nine hundred and thirty-three, P. L.
364, as amended, the Department of State is authorized and required to issue a
CERTIFICATE OF AMENDMENT
evidencing the amendment of the Articles of Incorporation of a business
corporation organized under or subject to the provisions of that Law, and
Whereas, The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by
NATIONAL CENTRAL COMMERCIAL CORPORATION
name changed to
CoreStates Capital Corp
Therefore, Know Ye, That subject to the Constitution of this Commonwealth and
under the authority of the Business Corporation Law, I do by these presents,
which I have caused to be sealed with the Great Seal of the Commonwealth, extend
the rights and powers of the corporation named above, in accordance with the
terms and provisions of the Articles of Amendment presented by it to the
Department of State, with full power and authority to use and enjoy such rights
and powers, subject to all the provisions and restriction of the Business
Corporation Law and all other applicable laws of this Commonwealth.
Given under my Hand and the Great Seal of the Common-
wealth, at the City of Harrisburg, this 5th
day of October in the year of our Lord one
thousand nine hundred and eighty three
and of the Commonwealth the two hundred and eight
/s/ William R. Davis
------------------------------------------------
Secretary of the Commonwealth
vod
<PAGE>
Exhibit 4
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NUMBER
R
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REGISTERED [ART APPEARS HERE] REGISTERED
[LOGO OF CORESTATES 6 5/8% SUBORDINATED NOTE DUE
APPEARS HERE] MARCH 15, 2005
Payment of Principal and Interest -----------------
Guaranteed on a Subordinated Basis by DOLLARS
CORESTATES FINANCIAL CORP
-----------------
CORESTATES
CAPITAL CORP CUSIP 218693 AG 4
SEE REVERSE FOR
CERTAIN DEFINITIONS
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CoreStates Capital Corp, a corporation duly organized and existing under the
laws of the Commonwealth of Pennsylvania therein called the "Company," which
term includes any successor corporation under the Indenture hereinafter referred
to, for value received, hereby promises to pay to
, or registered assigns,
the principal sum of DOLLARS
- --------------------------------------------------------------------------------
on March 15, 2005, and to pay interest thereon from March 18, 1993, or from the
most recent date in respect of which interest has been paid or duly provided
for, semi-annually on March 15 and September 15 (each, an "Interest Payment
Date") in each year, commencing September 15, 1993, at the rate of 6 5/8% per
annum, until the principal hereof is paid or duly made available for payment.
The interest so payable and punctually paid or duly provided for, on any
interest Payment Date, will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the March 1 or September 1 (whether or not a Business
Day) next preceding such Interest Payment Date. Any such interest which is
payable, but is not punctually paid or duly provided for on any Interest Payment
Date, shall forthwith cease to be payable to the registered Holder on such
Regular Record Date, and may be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of the Note not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner, all as more fully provided in such Indenture. Payment
of the principal of and interest on this Note will be made at the corporated
trust office of CoreStates Bank, N.A. (the "Paying Agent") in the City of
Philadelphia or at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.
This Note is one of the series of 6 5/8% Subordinated Notes due March 15,
2005 (the "Notes). Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof including, without limitation, provisions
for subordinating the payment of principal of and interest on the Notes to the
prior payment in full of all Senior Company Indebtedness as defined in the
Indenture and the subordination of payment of principal and interest under the
Guarantee to Senior Guarantor Indebtedness. Such further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee or an Authenticating Agent under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized officers, this Note
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
In Witness Whereof, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: CoreStates Capital Corp
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of Attest: By:
the series designated herein referred By:
to in the within-mentioned Indenture.
BANK ONE, COLUMBUS, NA, As Trustee
By: Authorized Signatory
/s/ David T. Walker /s/ Terence A. Larsen
CORESTATES BANK, N.A. SECRETARY CHAIRMAN OF THE BOARD
By: As Authenticating Agent
Authorized Signatory
<PAGE>
CoreStates Capital Corp
6 5/8% Subordinated Note Due March 15, 2005
This Note is one of a duly authorized issue of Securities of the Company,
issued and to be issued under an Indenture, dated as of December 1, 1990, as
amended by the First Supplemental Indenture, dated as of March 1, 1993 (herein
together called the "Indenture"), among the Company, the Guarantor (as
hereinafter defined) and Bank One, Columbus, NA, Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Company, the
Guarantor, the Trustee and the Holders of the Securities, and the terms upon
which the Securities are, and are to be, authenticated and delivered.
The payment of principal of and interest on this Note is expressly
subordinated and subject in right of payment, as provided in the Indenture, to
the prior payment of any and all Senior Company indebtedness, as defined in the
Indenture, and this Note is issued and subject to such provisions, and each
Holder of this Note, by accepting the same, agrees, expressly for the benefit of
the present and future holders of Senior Company Indebtedness, whether now or
hereafter outstanding, too and shall be bound by such provisions.
The Notes are not subject to redemption by the company prior to maturity.
If an Event of Default (as defined in the Indenture) with respect to the
Notes shall occur and be continuing, the principal of all the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of 66 2/3% in
aggregate principal amount of the Securities at the time Outstanding, as defined
in the indenture, of each series affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of each series, to waive compliance by
the Company or the Guarantor with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this Note.
The Guarantor, or a Subsidiary thereof, may directly assume, by a
supplemental indenture, the due and punctual payment of the principal of and
interest on all of the Securities, in which case the Company shall be released
from its liability as obligor on the Securities.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place, and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
corporate trust office of CoreStates Bank, N.A. in the City of Philadelphia or
at such other office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company, duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes, as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of transfer, or
exchange but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee may treat the Person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Guarantor, the Trustee nor any such agent shall be affected by
notice to the contrary.
The Notes and the related Guarantees are not savings accounts, deposits or
other obligations of any bank or non-bank subsidiary of the Company or the
Guarantor and are not insured by the Federal Deposit Insurance Corporation, the
Bank Insurance Fund or any other government agency.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
GUARANTEE OF
CoreStates Financial Corp
For value received, CoreStates Financial Corp, a Pennsylvania corporation
(the "Guarantor"), hereby unconditionally guarantees to the Holder of this Note
the due and punctual payment of the principal of, and interest on, this Note
when and as the same shall become due and payable, whether at the Stated
Maturity Date or upon acceleration or otherwise, according to the terms of the
Indenture. In case of the failure of the Company punctually to make any such
payment of principal or interest, the Guarantor hereby agrees to cause any such
payment to be made punctually when and as the same shall become due and payable,
whether at the Stated Maturity Date or upon acceleration or otherwise, and as if
such payment were made by the Company.
The payment of principal of and interest on the Notes under the Guarantee
is expressly subordinated and subject in right of payment, as provided in the
Indenture, to the prior payment of any and all Senior Guarantor Indebtedness, as
defined in the Indenture, and this Guarantee and the related Note are subject to
such provisions, and each Holder of the Notes, by accepting the same, agrees,
expressly for the benefit of present and future holders of Senior Guarantor
Indebtedness, whether now or hereafter outstanding, to and shall be bound by
such provisions.
The Guarantor hereby agrees that its obligations under this Guarantee shall
be as principal and not merely as surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of this Note or the Indenture, any failure to
enforce the provisions of this Note or the Indenture, or any waiver,
modification, consent or indulgence granted to the Company with respect thereto
by the Holder of this Note or the Trustee, the recovery of any judgment against
the Company or any action to enforce the same, or any other circumstance which
may otherwise constitute a legal or equitable discharge of a surety or
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Company, any right to require a proceeding first against the Company,
protest or notice with respect to this Note or the indebtedness evidenced hereby
and all demands whatsoever, and covenants that this Guarantee will not be
discharged except by payment in full of the principal of and interest on, this
Note and the complete performance of all other obligations contained herein.
The Guarantor shall be subrogated to all rights of the Holder of this Note
against the Company in respect of any amounts paid to such Holder by the
Guarantor pursuant to the provisions of this Guarantee; provided, however, that
the Guarantor shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such right of subrogation until payment in full of
the principal of and interest on, the Note and the complete performance of all
other obligations contained herein.
Subject to the next following paragraph, the Guarantor hereby certifies and
warrants that all acts, conditions and things required to be done and performed
and to have happened precedent to the creation and issuance of this Guarantee
and to constitute the same the valid obligation of the Guarantor have been done
and performed and have happened in due compliance with all applicable laws.
Unless the Certificate of Authentication hereon has been executed by or on
behalf of the Trustee under said Indenture this Guarantee shall not be valid or
obligatory for any purposes.
This Guarantee shall be governed by, and construed in accordance with, the
laws of the State of New York.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed in facsimile by its duly authorized officer under its corporate seal.
Dated: March 18, 1993
[CORPORATE SEAL CORESTATES FINANCIAL CORP
Attest: OF CORESTATES By:
By: FINANCIAL CORP
APPEARS HERE]
--------------- /s/ Terence A Larsen
[SIGNATURE APPEARS HERE]
SECRETARY CHAIRMAN OF THE BOARD
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM --as tenants in common UNIF GIFT MIN ACT--_____Custodian___
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right of under Uniform
survivorship and not as tenants Gifts to Minors
in common Act______________
(State)
Additional abbreviations may also be used though not in the above list.
---------------
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________________
________________________________________________________________________________
________________________________________________________________________________
PLEASE PRINT NAME AND ADDRESS OF ASSIGNEE
________________________________________________________________________________
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
________________________________________________________________attorney-in-fact
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
________________________________________
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
<PAGE>
Exhibit 3.3(ii)
BY-LAWS
of
CORESTATES CAPITAL CORP
(as amended through November 1, 1983)
Article I
OFFICES AND FISCAL YEAR
Section 1.01. Registered Office. The registered office of the
corporation in the Commonwealth of Pennsylvania shall be at the Northeast corner
of Broad and Chestnut Streets, Philadelphia, Pennsylvania until otherwise
established by a vote of a majority of the board of directors and a statement of
such change is filed with the Department of State.
Section 1.02. Other Offices. The corporation may also have offices at
such other places within or without the Commonwealth of Pennsylvania as the
board of directors may from time to time appoint or the business of the
corporation require.
Section 1.03. Fiscal Year. The fiscal year of the corporation shall
begin on the first day of January in each year.
Article II
MEETING OF SHAREHOLDERS
Section 2.01 Place of Meeting. All meetings of the shareholders of the
corporation shall be held at the registered office of the corporation unless
another place is designated by the board of directors in the notice of such
meeting.
Section 2.02. Annual Meeting. The board of directors may fix the date and
the time of the annual meeting of the
<PAGE>
shareholders, but if no such date and time is fixed by the board, the meeting
for any calendar year shall be held on the fourth Tuesday of April in such year,
if not a legal holiday under the laws of Pennsylvania, and, if a legal holiday,
then on the next succeeding business day, not a Saturday at 10:00 A.M., and at
said meeting the shareholders then entitled to vote shall elect directors and
shall transact such other business as may properly be brought before the
meeting. If the annual meeting shall not have been called and held during such
calendar year, any shareholder may call such meeting at any time thereafter.
Section 2.03. Special Meetings. Special meetings of the shareholders of
the corporation for any purpose or purposes may be called at any time by the
chairman of the board, by the president or by the board of directors, or by
shareholders entitled to cast at least one-fifth of the votes which all
shareholders are entitled to cast at the particular meeting.
At any time, upon written request of any person of persons who have duly
called a special meeting, which written request shall state the object of the
meeting, it shall be the duty of the secretary to fix the date of the meeting to
be held at such date and time as the secretary may fix, not less than one nor
more than 60 days after the receipt of the request, and to give due notice
thereof. If the secretary shall neglect or refuse to fix the date and time of
such meeting and give notice thereof, the person or persons calling the meeting
may do so.
Section 2.04. Notice of Meetings. Written notice of every meeting of the
shareholders, whether annual or special, shall be given to each shareholder of
record entitled to vote at the meeting, at least one day (ten days in the case
of any annual or special meeting at which there is to be considered any
amendment to the articles of the corporation, the sale of all or substantially
all of its assets, or its merger with or
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consolidation into any other corporation) prior to the day named for the
meeting. Every notice of a special meeting shall state briefly the purpose or
purposes thereof, and no business, other than that specified in such notice and
matters germane thereto, shall be transacted at any special meeting without
further notice to shareholders not present in person or by proxy.
Whenever the language of a proposed resolution is included in a written
notice of a meeting of shareholders, the resolution may be adopted at such
meeting with such clarifying or other amendments as do not enlarge its original
purpose without further notice to shareholders not present in person or by
proxy.
Section 2.05 Quorum, Manner of Acting and Adjournment. The presence in
person or by proxy of shareholders entitled to cast a majority of the votes
which all shareholders are entitled to cast on the particular matter shall
constitute a quorum for the purpose of considering such matter. Treasury shares
shall not be counted in determining the total number of outstanding shares for
voting purposes at any given time. The shareholders present in person or by
proxy at a duly organized meeting can continue to do business until adjournment,
notwithstanding withdrawal of enough shareholders to leave less than a quorum.
If a meeting cannot be organized because a quorum has not attended, the
shareholders entitled to vote and present in person or represented by proxy may
adjourn the meeting to such time and place as they may determine. At any such
adjourned meeting at which a quorum may be present, such business may be
transacted as might have been transacted at the meeting as originally called. No
notice of any adjourned meeting of the shareholders of the corporation shall be
required to be given, except by announcement at the meeting. In 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
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<PAGE>
quorum for the purpose of electing directors. Any meeting at which directors
are to be elected shall be adjourned only from day to day, or for such longer
periods not exceeding 15 days each, as may be directed by shareholders who are
present in person or by proxy and who are entitled to cast at least a majority
of the votes which all such shareholders would be entitled to cast at an
election of directors, until such directors are elected.
Except as otherwise specified in the articles or these by-laws or provided
by statute, the acts, at a duly organized meeting, of the shareholders present,
in person or by proxy, entitled to cast at least a majority of the votes which
all shareholders present in person of by proxy are entitled to cast shall be the
acts of the shareholders.
Section 2.06. Organization. At every meeting of the shareholders, the
chairman of the board if there be one, or in the case of vacancy in office or
absence of the chairman of the board, one of the following officers present in
the order stated: the president, the vice presidents in their order of
seniority, or a chairman chosen by the shareholders entitled to cast a majority
of the votes which all shareholders present in person or by proxy are entitled
to cast, shall act as chairman, and the secretary or, in the absence of the
secretary, an assistant secretary, or in the absence of both the secretary and
assistant secretaries, a person appointed by the chairman, shall act as
secretary.
Section 2.07. Voting. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for the
shareholder by proxy. Every proxy shall be executed in writing by the
shareholder or by the shareholder's duly authorized attorney in fact and filed
with the secretary of the corporation. A proxy, unless coupled with an
interest, shall be revocable at will, notwithstanding any other
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<PAGE>
agreement or any provision in the proxy to the contrary, but the revocation of a
proxy shall not be effective until notice thereof has been given to the
secretary of the corporation. No unrevoked proxy shall be valid after 11 months
from the date of its execution, unless a longer time is expressly provided
therein, but in no event shall any proxy, unless coupled with an interest, be
voted on after three years from the date of its execution. A proxy shall not be
revoked by the death or incapacity of the maker unless, before the vote is
counted or the authority is exercised, written notice of such death or
incapacity is given to the secretary of the corporation. A shareholder shall
not sell a vote or execute a proxy to any person for any sum of money or
anything of value. A proxy coupled with an interest shall include an unrevoked
proxy in favor of a creditor of a shareholder and such a proxy shall be valid as
long as the debt owed by the shareholder to the creditor remains unpaid.
Every shareholder of record, except the holder of shares which have been
called for redemption and with respect to which an irrevocable deposit of funds
has been made, shall have the right, at every shareholders' meeting, to such a
vote for every share, and to such a fraction of a vote with respect to every
fractional share, of stock of the corporation standing in such shareholder's
name on the books of the corporation as may be provided in the articles, and to
one vote for every share, and to a fraction of a vote equal to every fractional
share, if no express provision for voting rights is made in the articles.
Treasury shares shall not be voted, directly or indirectly, at any meeting of
shareholders or be counted in connection with the expression of consent or
dissent to corporate action in writing without a meeting.
Section 2.08. Voting Lists. The officer or agent of the corporation having
charge of the transfer books for shares of the corporation shall make, at least
five days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at the meeting, arranged in alphabetical order,
with the address
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<PAGE>
of and the number of shares held by each, which list shall be kept on file at
the registered office of the corporation, and shall be subject to inspection by
any shareholder at any time during usual business hours. If the corporation has
less than 5000 shareholders, such list shall also be produced and kept open at
the time and place of the meeting, and shall be subject to inspection by any
shareholder during the whole time of the meeting. The original share ledger or
transfer book, or a duplicate thereof, kept in Pennsylvania, shall be prima
facie evidence as to who are the shareholders entitled to examine such list or
share ledger or transfer book, or to vote, in person or by proxy, at any meeting
of shareholders.
Section 2.09. Judges of Election. The vote upon any matter, including the
election of directors, need not be by ballot. In advance of any meeting of
shareholders, the board of directors may appoint judges of election, who need
not be shareholders, to act at such meeting or any adjournment thereof. If
judges of election are not so appointed, the chairman of any such meeting may,
and upon the demand of any shareholder or the shareholder's proxy at the meeting
and before voting begins shall, appoint judges of election. The number of
judges shall be either one or three, as determined, in the case of judges
appointed upon demand of a shareholder, by shareholders present entitled to cast
a majority of the votes which all shareholders present are entitled to cast
thereon. No person who is a candidate for office shall act as a judge. In case
any person appointed as judge fails to appear or fails or refuses to act, the
vacancy may be filled by appointment made by the board of directors in advance
of the convening of the meeting, or at the meeting by the chairman of the
meeting.
If judges of election are appointed as aforesaid, they shall determine the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, receive votes or ballots, hear and determine all
challenges and questions
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in any way arising in connection with the right to vote, count and tabulate all
votes, determine the result, and do such acts as may be proper to conduct the
election or vote with fairness to all shareholders. If there be three judges
of election, the decision, act or certificate of a majority shall be effective
in all respects as the decision, act or certificate of all.
On request of the chairman of the meeting or of any shareholder or the
shareholder's proxy, the judges shall make a report in writing of any challenge
or question or matter determined by them, and execute a certificate of any fact
found by them.
Section 2.10. Determination of Shareholders of Record. The board of
directors may fix a date not more than 50 days preceding the date of any meeting
of shareholders, or the date fixed for the payment of any dividend or
distribution, or the date for the allotment of rights, or the date when any
change or conversion or exchange of shares will be made or go into effect, as a
record date for the determination of the shareholders entitled to notice of, or
to vote at, any such meeting, or entitled to receive payment of any such
dividend or distribution, or to receive any such allotment of rights, or to
exercise the rights in respect to any such change, conversion or exchange of
shares; and in such case, if otherwise entitled, all shareholders of record on
the date so fixed, and no others, 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 exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
any such record date fixed as aforesaid.
Unless a record date is fixed by the board of directors for such purpose,
transferees of shares which are transferred on the books within ten days next
preceding the date of such meeting shall not be entitled to notice of, or to
vote at, such meeting.
Section 2.11. Consent of Shareholders in Lieu of Meeting. Any action
which may be taken at a meeting of the shareholders or
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of a class of shareholders of the corporation may be taken without a meeting if
a consent or consents in writing, setting forth the action so taken, shall be
signed by all the shareholders who would be entitled to vote at a meeting of the
shareholders or of a class of shareholders for such purpose and shall be filed
with the secretary of the corporation.
If the articles so provide any action (except any action with respect to an
amendment of articles or plan under which a class or classes of shareholders are
by statute entitled to claim the right to valuation of and payment for their
shares) which may be taken at a meeting of shareholders or of a class of
shareholders may be taken without a meeting, if a consent or consents in writing
to such action, setting forth the action so taken, shall be signed by
shareholders entitled to cast two-thirds of the total number of votes which all
shareholders of the corporation or of a class of shareholders are entitled by
the articles to cast upon such action and shall be filed with the secretary of
the corporation. Such action shall not become effective until after at least
ten days' written notice of such action shall have been given to each
shareholder of record entitled to vote thereon.
Article III
BOARD OF DIRECTORS
Section 3.01. Powers. The board of directors shall have full power to
conduct, manage, and direct the business and affairs of the corporation; and all
powers of the corporation, except those specifically reserved or granted to the
shareholders by statute or by the articles or these by-laws, are hereby granted
to and vested in the board of directors.
Section 3.02. Qualification and Election. All directors of the
corporation shall be natural persons of full age, but need not be residents of
Pennsylvania or shareholders of the corporation. Except in the case of
vacancies, directors shall be elected by the shareholders. Upon the demand of
any shareholder or the
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shareholder's proxy at any meeting of shareholders for the election of
directors, the chairman of the meeting shall call for and shall afford a
reasonable opportunity for the making of nominations for the office of
director. If the board of directors is classified with respect to the power to
elect directors or with respect to the terms of directors and if, due to a
vacancy or vacancies, or otherwise, directors of more than one class are to be
elected, each class of directors to be elected at the meeting shall be nominated
and elected separately. Any shareholder or the shareholder's proxy may nominate
as many persons for the office of director as there are positions to be filled.
If nominations for the office of director have been called for as herein
provided, only candidates who have been nominated in accordance therewith shall
be eligible for election.
Section 3.03. Number of Term of Office. The board of directors shall
consist of such number of directors, not less than three nor more than ten, as
may be determined from time to time by resolution of the board of directors.
Each director shall serve until the next annual meeting of the shareholders and
until a successor shall have been elected and qualified, except in the event of
death, resignation or removal or as otherwise provided in the articles or the
terms of any capital stock of the corporation.
Section 3.04. Organization. At every meeting of the board of directors,
the chairman of the board, if there be one, or in the case of a vacancy in the
office or absence of the chairman of the board, one of the following officers
present in the order stated: the president, the vice presidents in their order
of seniority, or a chairman chosen by a majority of the directors present, shall
preside and the secretary, or, in the absence of the secretary, an assistant
secretary, or in the absence of the secretary and the assistant secretaries, any
person appointed by the chairman of the meeting, shall act as secretary.
Section 3.05. Resignations. Any director of the corporation may resign at
any time by giving written notice to the president or the secretary of the
corporation. Such resignation shall take
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effect at the date of the receipt of such notice or at any later time specified
therein and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 3.06. Vacancies. The board of directors may declare vacant the
office of a director if such director be declared of unsound mind by an order of
court, or convicted of felony, or for any other proper cause, or if within 60
days after notice of election, the director does not accept such office either
in writing or by attending a meeting of the board of directors.
Any vacancy or vacancies in the board of directors because of death,
resignation, removal in any manner other than under the provisions of Section
3.07 of this Article, disqualification, an increase in the number of directors,
or any other cause, may be filled by a vote of the majority of the remaining
members of the board of directors though less than a quorum, at any regular or
special meeting; and the director or directors so elected shall continue in
office until the next annual election of directors of the corporation and until
their successors shall have been elected and qualified, or until their death,
resignation or removal.
Section 3.07. Removal. At any special meeting of shareholders called for
the purpose of removing or electing directors, the entire board of directors, or
a class of the board, where the board is classified with respect to the power to
elect directors, or any individual director may be removed from office without
assigning any cause, by the vote of shareholders entitled to cast at least a
majority of the votes which all shareholders would be entitled to cast at any
annual election of directors or of such class of directors. In case the board
or such class of the board or any one or more directors be so removed, new
directors may be elected at the same meeting.
Section 3.08. Place of Meeting. The board of directors may hold its
meetings at such place or places within Pennsylvania, or elsewhere as the board
of directors may from time to time appoint, or as may be designated in the
notice calling the meeting.
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Section 3.09. Organization Meeting. Immediately after each annual
election of directors or other meeting at which the entire board of directors is
elected, the newly elected board of directors shall meet for the purpose of
organization, election of officers, and the transaction of other business, at
the place where said election of directors was held. Notice of such meeting need
not be given. Such organization meeting may be held at any other time or place
which shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors.
Section 3.10. Regular Meetings. Regular meetings of the board of
directors shall be held at such time and place as shall be designated from time
to time by resolution of the board of directors. If the date fixed for any such
regular meeting be a legal holiday under the laws of the State where such
meeting is to be held, then the same shall be held on the next succeeding
business day, not a Saturday, or at such other time as may be determined by
resolution of the board of directors. At such meetings, the directors shall
transact such business as may properly be brought before the meeting. Notice of
regular meetings need not be given.
Section 3.11. Special Meetings. Special meetings of the board of
directors shall be held whenever called by the chairman, the president or by two
or more of the directors. Notice of each such meeting shall be given to each
director by telephone or in writing at least 24 hours (in the case of notice by
telephone) or 48 hours (in the case of notice by telegram) or five days (in the
case of notice by mail) before the time at which the meeting is to be held.
Every such notice shall state the time and place of the meeting.
Notice of any special meeting of the board of directors during any
emergency resulting from warlike damage or an attack on the United States or any
nuclear or atomic disaster shall be given only to such of the directors as it
may be feasible to reach at
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the time and by such means as may be feasible at the time, including publication
or radio.
Section 3.12. Quorum, Manner of Acting. A majority of the directors in
office shall be present at each meeting in order to constitute a quorum for the
transaction of business. Except as otherwise specified in the articles or these
by-laws or provided by statute, the acts of a majority of the directors present
at a meeting at which a quorum is present shall be the acts of the board of
directors. In the absence of a quorum, a majority of the directors present may
adjourn the meeting from time to time until a quorum be present, and no notice
of any adjourned meeting need to given, other than by announcement at the
meeting. The directors shall act only as a board and the individual directors
shall have no power as such, provided, however, that any action which may be
taken at a meeting of the board may be taken without a meeting if a consent or
consents in writing setting forth the action so taken shall be signed by all of
the directors and shall be filed with the secretary of the corporation.
To the extent required to constitute a quorum at any meeting of the board
of directors during any emergency resulting from warlike damage or an attack on
the United States or any nuclear or atomic disaster the officers of the
corporation who are present shall be deemed in order of rank and within the same
rank in order of seniority, directors for such meeting.
Section 3.13. Executive and Other Committees. The board of directors, by
resolution adopted by a majority of the whole board, may designate an Executive
Committee and one or more other committees, each committee to consist of two or
more directors. 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. In the absence or disqualification of a member,
and the alternate or alternates, if any, designated for such member, of any
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not the member or members present
constitute a
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quorum, may unanimously appoint another director to act at the meeting in the
place of any such absent or disqualified member.
Except as otherwise provided in this section, the Executive Committee
shall have and exercise all of the authority of the board in the management of
the business and affairs of the corporation and any other committee shall have
and exercise the authority of the board to the extent provided in the resolution
designating the committee.
No such committee of the board shall have the authority of the board in
reference to:
(1) Amending the by-laws of the corporation;
(2) Declaring any dividend;
(3) Issuing any authorized but unissued share;
(4) Establishing and designating any class or series of shares and fixing
and determining the relative rights and preferences thereof, changing the
registered office of the corporation, or otherwise effecting any amendment
of articles of the corporation; or
(5) Recommending to the shareholders any plan for the sale, lease or
exchange of all or substantially all of the property and assets of the
corporation, any amendment of articles, any plan of merger or
consolidation, any voluntary dissolution of the corporation or any
revocation of any election of the corporation to dissolve voluntarily.
A majority of the directors in office designated to a committee, or
directors designated to replace them as provided in this section, shall be
present at each meeting to constitute a quorum for the transaction of business
and the acts of a majority of the directors in office designated to a committee
or their replacements shall be the acts of the committee.
Each committee shall keep regular minutes of its proceedings and report
such proceedings periodically to the board of directors.
Section 3.10, 3.11 and 3.12 shall be applicable to committees of the board
of directors.
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Section 3.14. Interested Directors or Officers; Quorum. No contract or
transaction between the corporation and one or more of its directors or
officers, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for such reason, or solely because the director or officer
is present at or participates in the meeting of the board which authorizes the
contract or transaction, or solely because his, her or their votes are counted
for such purpose, if:
(1) The material facts as to such interest and as to the contract or
transaction are disclosed or are known to the board of directors and the
board in good faith authorizes the contract or transaction by a vote
sufficient for such purpose without counting the vote of the interested
director or directors; or
(2) The material facts as to such interest and as to the contract or
transaction are disclosed or are known to the shareholders entitled to vote
thereon, and the contract or transaction is specifically approved in good
faith by vote of the shareholders; or
(3) The contract or transaction is fair as to the corporation as of the
time it is authorized, approved or ratified, by the board of directors or
the shareholders.
Interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors which authorizes a contract or
transaction specified in this section.
Article IV
NOTICE - WAIVERS - MEETINGS
Section 4.01. Notice, What Constitutes. Whenever written notice is
required to be given to any person under the provisions of the articles, these
by-laws, or the Business Corporation Law, it may be given to such person, either
personally or by sending a
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copy thereof through the mail, or by telegraph, charges prepaid, to the address
of such person appearing on the books of the corporation, or supplied by such
person to the corporation for the purpose of notice. If the notice is sent by
mail or by telegraph, 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 for transmission to such person. A notice of a meeting shall specify the
place, day and hour of the meeting and in the case of a special meeting of
shareholders, the general nature of the business to be transacted.
Section 4.02. Waivers of Notice. Whenever any written notice is required
to be given under the provisions of the articles, these by-laws, or the Business
Corporation Law, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice. Except in the case of a
special meeting of shareholders, neither the business to be transacted at, 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 a 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 4.03. Conference Telephone Meetings. One or more directors or
shareholders may participate in a meeting of the board, of a committee of the
board or of the shareholders by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.
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Article V
Officers
Section 5.01. Number, Qualifications and Designation. The officers of the
corporation shall be a chairman of the board, a president, one or more vice
presidents, a secretary, a treasurer, and such other officers as may be
appointed in accordance with the provisions of this Section and Section 5 of
this Article. One person may hold more than one office. Officers may but need
not be directors or shareholders of the corporation. The president and
secretary shall be natural persons of full age; the treasurer, however, may be a
corporation, but if a natural person shall be of full age.
Section 5.02. Election and Term of Office. The officers of the
corporation, except those elected by delegated authority pursuant to Section
5.03 of this Article, shall be elected annually by the board of directors, and
each such officer shall hold office until the next annual organization meeting
of directors and until a successor shall have been duly chosen and qualified, or
until death, resignation or removal.
Section 5.03. Subordinate Officers, Committees and Agents. The board of
directors may from time to time appoint such other officers and appoint such
committees, employees or other agents as the business of the corporation may
require, including one or more assistant secretaries, and one or more assistant
treasurers, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these by-laws, or as the board of
directors may from time to time determine. The board of directors may delegate
to any officer or committee the power to appoint subordinate officers and to
retain or appoint employees or other agents, or committees thereof, and to
prescribe the authority and duties of such subordinate officers, committees,
employees or other agents.
Section 5.04. Resignation. Any officer or agent may resign at any time by
giving written notice to the board of directors, or
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to the president or the secretary of the corporation. Any such resignation
shall take effect at the date of the receipt of such notice or at any later time
specified therein and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 5.05. Removal. Any officer, committee, employee or other agent of
the corporation may be removed, either for or without cause, by the board of
directors or other authority which elected or appointed such officer, committee
or other agent whenever in the judgment of such authority the best interests of
the corporation will be served thereby.
Section 5.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, shall be filled by
the board of directors or by the officer or committee to which the power to fill
such office has been delegated pursuant to Section 5.03 of this Article, as the
case may be, and if the office is one for which these by-laws prescribe a term,
shall be filled for the unexpired portion of the term.
Section 5.07. General Powers. All officers of the corporation as between
themselves and the corporation, shall, respectively, have such authority and
perform such duties in the management of the property and affairs of the
corporation as may be determined by resolution of the board of directors, or in
the absence of controlling provisions in a resolution of the board of directors,
as may be provided in these by-laws.
Section 5.08. The Chairman. The chairman of the board shall be the chief
executive officer of the corporation and shall have general supervision over the
business and operations of the corporation, subject, however, to the control of
the board of directors. The chairman of the board, or in the absence of the
chairman, the president shall preside at all meetings of the shareholders and of
the board of directors, and shall perform such other duties as may from time to
time be assigned by the board of directors.
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Section 5.09. The President. The president shall assist the chairman of
the board in supervising the operation of the business of the corporation. The
president shall sign, execute and acknowledge, in the name of the corporation,
deeds, mortgages, bonds, contracts or other instruments, authorized by the board
of directors, except in cases where the signing and execution thereof shall be
expressly delegated by the board of directors, or by these by-laws, to some
other officer or agent of the corporation; and, in general, shall perform all
duties incident to the office of president and such other duties as from time to
time may be assigned by the board of directors.
Section 5.10. The Vice Presidents. The vice presidents shall perform the
duties of the president in the absence of the president and such other duties as
may from time to time be assigned to them by the board of directors or by the
president.
Section 5.11. The Secretary. The secretary or an assistant secretary
shall attend all meetings of the shareholders and of the board of directors and
shall record all votes of the shareholders and of the directors and the minutes
of the meeting of the shareholders and of the board of directors and of
committees of the board in a book or books to be kept for that purpose; shall
see that notices are given and records and reports properly kept and filed by
the corporation as required by law; shall be the custodian of the seal of the
corporation and see that it is affixed to all documents to be executed on behalf
of the corporation under its seal; and, in general, shall perform all duties
incident to the office of secretary, and such other duties as may from time to
time be assigned by the board of directors or the president.
Section 5.12. The Treasurer. The treasurer or an assistant treasurer
shall have or provide for the custody of the funds or other property of the
corporation; shall collect and receive or provide for the collection and receipt
of moneys earned by or in any manner due to or received by the corporation;
shall deposit all funds in his or her custody as treasurer in such banks or
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other places of deposit as the board of directors may from time to time
designate; shall, whenever so required by the board of directors, render an
account showing all transactions as treasurer, and the financial condition of
the corporation; and, in general, shall discharge such other duties as may from
time to time be assigned by the board of directors or the president.
Section 5.13. Officers' Bonds. Any officer shall give a bond for the
faithful discharge of the duties of the officer in such sum, if any, and with
such surety or sureties as the board of directors shall require.
Section 5.14. Salaries. The salaries of the officers elected by the board
of directors shall be fixed from time to time by the board of directors or by
such officer as may be designated by resolution of the board. The salaries or
other compensation of any other officers, employees and other agents shall be
fixed from time to time by the officer or committee to which the power to elect
such officers or to retain or appoint such employees or other agents has been
delegated pursuant to Section 3 of this Article. No officer shall be prevented
from receiving such salary or other compensation by reason of the fact that the
officer is also a director of the corporation.
Article VI
CERTIFICATES OF STOCK, TRANSFER, ETC..
Section 6.01. Issuance. The share certificates of the corporation shall
be numbered and registered in the share ledger and transfer books of the
corporation as they are issued. They shall be signed by the chairman of the
board or the president or a vice president and by the secretary or an assistant
secretary or the treasurer or an assistant treasurer, and shall bear the
corporate seal, which may be a facsimile, engraved or printed; but where such
certificate is signed by a transfer agent or a registrar the signature of any
corporate officer upon such certificate may be a facsimile, engraved or printed.
In case any
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officer who has signed, or whose facsimile signature has been placed upon any
share certificate shall have ceased to be such officer because of death,
resignation or otherwise, before the certificate is issued, it may be issued
with the same effect as if the officer had not ceased to be such at the date of
its issue.
Section 6.02. Transfer. Transfer of shares shall be made on the books of
the corporation upon surrender of the certificates therefor, endorsed by the
person named in the certificate or by attorney lawfully constituted in writing.
No transfer shall be made inconsistent with the provisions of the Uniform
Commercial Code, 12A Pa.Cons.Stat. 8-101 et seq., and its amendments and
supplements.
Section 6.03. Share Certificates. Certificates for shares of the
corporation shall be in such form as provided by statute and approved by the
board of directors. The share record books and the blank share certificate
books shall be kept by the secretary or by any agency designated by the board of
directors for that purpose. Every certificate exchanged or returned to the
corporation shall be marked "Cancelled", with the date of cancellation.
Section 6.04. Record Holder of Shares. The corporation shall be entitled
to treat the person in whose name any share or shares of the corporation stand
on the books of the corporation as the absolute owner thereof, and shall not be
bound to recognize any equitable or other claim to, or interest in, such share
or shares on the part of any other person.
Section 6.05. Lost, Destroyed or Mutilated Certificates. The holder of
any shares of the corporation shall immediately notify the corporation of any
loss, destruction or mutilation of the certificate therefor, and the board of
directors may, in its discretion, cause a new certificate or certificates to be
issued to such holder, in case of mutilation of the certificate, upon the
surrender of the mutilated certificate, or, in case of loss or destruction of
the certificate, upon satisfactory proof of such loss or destruction, and, if
the board of directors shall so
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determine, the deposit of a bond in such form and in such sum, and with such
surety or sureties, as it may direct.
Article VII
MISCELLANEOUS
Section 7.01. Corporate Seal. The corporation shall have a corporate seal
in the form of a circle containing the name of the corporation, the year of
incorporation and such other details as may be approved by the board of
directors.
Section 7.02. Checks. All checks, notes, bills of exchange or other
orders in writing shall be signed by such person or persons as the board of
directors may from time to time designate.
Section 7.03. Contracts. Except as otherwise provided in these by-laws,
the board of directors may authorize any officer or officers, agent or agents,
to enter into any contract or to execute or deliver any instrument on behalf of
the corporation, and such authority may be general or confined to specific
instances.
Section 7.04. Deposits. All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies, or other depositaries as the board of directors may approve or
designate, and all such funds shall be withdrawn only upon checks signed by such
one or more officers or employees as the board of directors shall from time to
time determine.
Section 7.05. Corporate Records. There shall be kept at the registered
office or principal place of business of the corporation an original or
duplicate records of the proceedings of the shareholders and of the directors,
and the original or a copy of the by-laws including all amendments or
alterations thereto to date, certified by the secretary of the corporation. An
original or duplicate share register shall also be kept at the registered office
or principal place of business of the corporation, or at the office of a
transfer agent or registrar, giving the names of
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the shareholders, their respective addresses and the number and class of shares
held by each. The corporation shall also keep appropriate, complete and accurate
books or records of account, which may be kept at its registered office or at
its principle place of business.
Every shareholder shall, upon written demand under oath stating the purpose
thereof, have a right to examine, in person or by agent or attorney, during the
usual hours of business, for any proper purpose, the share register, books or
records of account, and records of the proceedings of the shareholders and
directors, and make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a shareholder. In every
instance where an attorney or other agent shall be the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which authorizes the attorney or other agents to
so act on behalf of the shareholder. The demand under oath shall be directed to
the corporation at its registered office in Pennsylvania or at its principal
place of business. Where the shareholder seeks to inspect the books and records
of the corporation, other than its share register or list of shareholders, the
shareholder shall first establish (1) compliance with the provisions of this
section respecting the form and manner of making demand for inspection of such
documents; and (2) that the inspection sought is for a proper purpose. Where
the shareholder seeks to inspect the share register or list of shareholders of
the corporation and has complied with the provisions of this section respecting
the form and manner of making demands for inspection of such documents, the
burden of proof shall be upon the corporation to establish that the inspection
sought is for an improper purpose.
Section 7.06. Amendment of By-Laws. These by-laws may be amended or
repealed, or new by-laws may be adopted, either (1) by vote of the shareholders
entitled to cast at least a majority of the votes which all shareholders are
entitled to cast thereon at
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any duly organized annual or special meeting of shareholders, or (2) with
respect to those matters which are not by statute reserved exclusively to the
shareholders, by vote of a majority of the board of directors of the corporation
in office at any regular or special meeting of directors. Such proposed
amendment, repeal or new by-laws, or a summary thereof, shall be set forth in
any notice of such meeting, whether annual, regular or special.
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