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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) June 30, 1998
FIRST LIBERTY BANK CORP.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-13312 23-2275242
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Ident. No.)
645 Washington Avenue, P.O. Box 39, Jermyn, PA 18433-0039
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 876-6500
THE FIRST JERMYN CORP.
(Former name or former address, if changed since last report.)
_________________________________________________________________
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PAGE 1
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On June 30, 1998 (the "Effective Date"), The First Jermyn
Corp. ("First Jermyn"), a Pennsylvania corporation and registered
bank holding company, and Upper Valley Bancorp, Inc. ("Upper
Valley"), a Pennsylvania corporation and registered bank holding
company, completed the merger (the "Merger") contemplated by the
Agreement and Plan of Merger, dated as of October 15, 1997,
between such parties (the "Agreement").
On the Effective Date, pursuant to the Agreement, Upper
Valley merged with and into First Jermyn, with First Jermyn
surviving the Merger, the separate existence of Upper Valley
ceased, and all property, rights, powers, duties, obligations and
liabilities of Upper Valley were automatically transferred to
First Jermyn, in accordance with Pennsylvania law.
In connection with the Merger, the Articles of Incorporation
and Bylaws of First Jermyn were amended and restated in their
entirety as set forth in the Agreement to, among other things,
change the name of First Jermyn to "First Liberty Bank Corp."
("First Liberty"). Copies of the amended and restated Articles
of Incorporation and Bylaws of First Liberty are attached hereto
as Exhibits 99.1 and 99.2, respectively.
Immediately prior to completion of the Merger, 1,000,972
shares of common stock of Upper Valley, par value $0.50 per share
("Upper Valley Common Stock"), were issued and outstanding. On
the Effective Date, each outstanding share of Upper Valley Common
Stock was automatically converted into 0.689 shares of common
stock of First Liberty, $1.25 par value ("First Liberty Common
Stock"). A total of approximately 689,670 shares of First
Liberty Common Stock were issued in the Merger. On the Effective
Date, the last reported sale price of First Liberty Common Stock
was $75.50 per share. The Merger was treated as a pooling of
interests for financial accounting purposes.
The foregoing summary of the Merger is qualified in its
entirety by reference to the Agreement, which is incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Financial Statements of Upper Valley required by this
Item 7(a) will be filed by an amendment to this
Form 8-K not later than 60 days from the date hereof.
First Liberty expects that the amendment containing
such financial information will be filed on or prior to
September 1, 1998.
<PAGE 2>
(b) Pro forma financial information.
Pro forma financial information required by this
Item 7(b) will be filed by an amendment to this
Form 8-K not later than 60 days from the date hereof.
First Liberty expects that the amendment containing
such pro forma financial information will be filed on
or prior to September 1, 1998.
(c) Exhibits.
2.1 Agreement, dated as of October 15, 1998,
between First Jermyn and Upper Valley
(incorporated herein by reference to
Exhibit 2.1 to First Jermyn's Current Report
on Form 8-K, dated November 13, 1998).
99.1 Restated Articles of Incorporation of First
Liberty Bank Corp.
99.2 Restated Bylaws of First Liberty Bank Corp.
PAGE 3
<PAGE>
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 hereunto duly authorized.
FIRST LIBERTY BANK CORP.
Dated: July 9, 1998
By /s/ William M. Davis
William M. Davis,
President and Chief Financial
Officer <PAGE 4>
EXHIBIT 99.1
FIRST LIBERTY BANK CORP.
RESTATED
ARTICLES OF INCORPORATION
FIRST. The name of the Corporation is First Liberty Bank
Corp.
SECOND. The location and post office address of its
registered office in this Commonwealth is 645 Washington Avenue,
Jermyn, Pennsylvania 18433.
THIRD. The Corporation is incorporated under the provisions
of the Business Corporation Law of 1988, as amended. The purpose
of the Corporation is and it shall have unlimited power to engage
in and to do any lawful act concerning any or all lawful business
for which corporations may be incorporated under such Act.
FOURTH. The term of the Corporation's existence is
perpetual.
FIFTH. The aggregate number of shares of capital stock
which the Corporation shall have authority to issue is Ten
Million (10,000,000) shares of common stock, par value $1.25 per
share ("Common Stock"). The issuance of shares of Common Stock
by the Corporation, or securities convertible into shares of
Common Stock, for cash consideration shall require the
affirmative vote of 80% of the total number of directors then in
office (rounding up to the nearest whole number); provided,
however, that this voting requirement shall not apply to the
issuance of shares of Common Stock pursuant to any employee
benefit or similar plan of the Corporation, including stock
options.
SIXTH: The directors of the Corporation shall be divided
into three classes: Class I, Class II, and Class III. Each
Class shall be as nearly equal in number as possible. If the
number of Class I, Class II or Class III directors is fixed for
any term of office it shall not be increased during that term,
except by (i) a vote of 80% of the total number of directors then
in office (rounding up to the nearest whole number) at any time
on or prior to January 1, 2004 or (ii) a vote of 66-2/3% of the
total number of directors then in office (rounding up to the
nearest whole number) at any time after January 1, 2004. Except
for the Board of Directors to be effective upon the filing of
these Restated Articles of Incorporation as provided for in this
ARTICLE SIXTH, the term of office of each Class shall be three
(3) years; provided, however, that the term of office of the
initial Class I directors shall expire at the annual election of
directors by the shareholders of the Corporation in 1999; the
term of office of the initial Class II directors shall expire at
the annual election of directors by the shareholders of the
<PAGE 1> Corporation in 2000; and the term of office of the
initial Class III directors shall expire at the annual election
of directors by the shareholders of the Corporation in 1998, so
that, after the expiration of each such initial term, the terms
of office of one class of directors shall expire each year when
their respective successors have been duly elected by the
shareholders and qualified. At each annual election of directors
of the Corporation held during and after 1998, the directors
chosen to succeed those whose terms then expire shall be
identified as being of the same class as the directors they
succeed.
The names and Class designations of the Board of Directors
of the Corporation to be effective upon the filing of these
Restated Articles of Incorporation, who shall sit until the first
annual election of directors for the Class in which such
directors are serving are as follows:
Class I (serving until the 1999 Annual Meeting of Shareholders)
Name
Kuzma Leschak, Jr.
I. Leo Moskowvitz
Garfield G. Thomas
Fred J. Gentile
Michael A. Barbetti
Norman E. Woodworth
Class II (serving until the 2000 Annual Meeting of Shareholders)
Name
William M. Davis
Peter A. Sabia
Edmund J. Biancharelli
Thomas G. Speicher
Steven R. Tokach
William K. Nasser, Jr.
Class III (serving until the 1998 Annual Meeting of Shareholders)
Name
David M. Epstein
Robert T. Kelly
Harold T. McGovern
Harold S. Kaplan
Joseph P. Coviello
SEVENTH: Each holder of record of Common Stock shall have
the right to one vote for each share of Common Stock standing in
his name on the books of the Corporation. Shareholders shall not
be entitled to cumulate votes for the election of directors.
<PAGE 2>
EIGHTH: The management, control and government of the
Corporation shall be vested in a Board of Directors consisting of
not less than five (5) nor more than twenty-five (25) members in
number, as fixed by the Board of Directors of the Corporation
from time to time.
NINTH: The affirmative vote of both directors and
shareholders of the Corporation as set forth in this ARTICLE
NINTH shall be required to approve any of the following (each a
"Transaction"):
(a) any merger or consolidation of the Corporation
with or into any other corporation or any division involving
the Corporation;
(b) any share exchange in which a corporation, person
or entity acquires the issued or outstanding shares of
capital stock of the Corporation pursuant to a vote of
shareholders;
(c) any sale, lease, exchange or other transfer of
all, or substantially all, of the assets of the Corporation
to any other corporation, person or entity;
(d) a liquidation or dissolution involving the
Corporation; or
(e) any transaction similar to, or having similar
effect as, any of the foregoing transactions.
In the event of any proposed Transaction, then the following
voting requirements shall apply during the following applicable
time periods: (A) on or before January 1, 2004, the affirmative
vote of both (i) 80% of the total number of directors then in
office (rounding up to the nearest whole number) and (ii) 80% of
the total votes which all shareholders of the Corporation are
entitled to cast, and if any class of shares is entitled to vote
as a separate class, the affirmative vote of at least a majority
of the votes entitled to be cast by the outstanding shares of
such class shall be required to approve any Transaction; and
(B) after January 1, 2004, the affirmative vote of both
(i) 66-2/3% of the total number of directors then in office
(rounding up to the nearest whole number) and (ii) 66-2/3% of the
total votes which all shareholders are entitled to cast, and if
any class of shares is entitled to vote as a separate class, the
affirmative vote of at least a majority of the votes entitled to
be cast by the outstanding shares of such class shall be required
to approve any Transaction.
The provisions of this ARTICLE NINTH shall not apply to
(A) any Transaction occurring prior to January 1, 2004 in which
(i) members of the Corporation's Board of Directors immediately
prior to the Transaction continue to constitute at least a
majority of the Board of Directors of the resulting or surviving
corporation upon completion thereof and (ii) shareholders of the
<PAGE 3> Corporation immediately prior to the Transaction
continue to own at least a majority of the outstanding voting
securities or interests of the resulting or surviving corporation
outstanding upon completion thereof provided the transaction is
approved by both (i) 80% of the total number of directors then in
office (rounding up to the nearest whole number) and (ii) 66-2/3%
of the total vote which all shareholders are entitled to cast,
and if any class of shares is entitled to vote as a separate
class, the affirmative vote of at least a majority of the votes
entitled to be cast by the outstanding shares of such class or
(B) any Transaction approved in advance by the unanimous vote of
all directors of the Corporation then in office.
An affirmative vote as provided in the foregoing provisions
shall be in addition to any vote of the shareholders otherwise
required by law.
The Board of Directors of the Corporation shall have the
power and duty to determine, for purposes of this ARTICLE NINTH,
if any transaction is similar to, or has a similar effect as, any
of the Transactions identified above in this ARTICLE NINTH. Any
such determination shall be conclusive and binding for all
purposes of this ARTICLE NINTH.
TENTH: No action required to be taken or which may be taken
at any annual or special meeting of shareholders of the
Corporation may be taken without a meeting, and the power of the
shareholders of the Corporation to consent in writing to action
without a meeting is specifically denied.
ELEVENTH: Except as otherwise specially required by the
Bylaws of the Corporation, the authority to make, amend, alter,
change or repeal the bylaws of the Corporation is hereby
expressly and solely granted to and vested in the Board of
Directors of the Corporation by a vote of 66-2/3% of the total
number of directors then in office (rounding up to the nearest
whole number), subject always to the power of the shareholders to
make, amend, alter, change or repeal the bylaws of the
Corporation by the following votes during the following time
periods: (A) on or before January 1, 2004, the affirmative vote
of 80% of the total votes which all shareholders of the
Corporation are entitled to cast, and if any class of shares is
entitled to vote as a separate class, the affirmative vote of at
least a majority of the votes entitled to be cast by the
outstanding shares of such class; and (B) after January 1, 2004,
the affirmative vote of 66-2/3% of the total votes which all
shareholders of the Corporation are entitled to cast, and if any
class of shares is entitled to vote as a separate class, the
affirmative vote of at least a majority of the votes entitled to
be cast by the outstanding shares of such class.
TWELFTH: (a) The provisions of Subchapter E (relating to
Control Transactions), Chapter 25 of Title 15, known as the
Associations Code of the Commonwealth of Pennsylvania, or any
<PAGE 4> amendment or restatement of such Subchapter, shall not
apply to the Corporation.
(b) If any corporation, person, entity or group
becomes the beneficial owner, directly or indirectly, of shares
of capital stock of the Corporation having the right to cast in
the aggregate 25% or more of all votes entitled to be cast by all
issued and outstanding shares of capital stock of the Corporation
entitled to vote, such corporation, person, entity or group shall
within 30 days thereafter offer to purchase all shares of capital
stock of the Corporation, issued, outstanding and entitled to
vote. Such offer to purchase shall be at a price per share equal
to the higher of (a) the highest price paid for a share of the
respective class or series of capital stock of the Corporation
purchased by such corporation, person, entity or group within the
preceding twelve months or (b), if the Board of Directors so
elects, the fair market value of a share of the Corporation's
outstanding capital stock, determined in writing by an investment
banking firm selected by the Board of Directors and experienced
in the valuation of financial institutions, as of the date on
which such corporation, person, entity or group becomes the
beneficial owner, directly or indirectly, of shares of capital
stock of the Corporation having the right to cast in the
aggregate 25% or more of all votes entitled to be cast by all
issued and outstanding shares of capital stock of the Corporation
entitled to vote, including an increment representing a
proportion of any value payable for acquisition of control of the
Corporation. Such offer shall provide that the purchase price
for such shares shall be payable in cash. The provisions of this
Article Twelfth shall not apply if 80% or more of the total
number of directors then in office (rounding up to the nearest
whole number) approve in advance the acquisition of beneficial
ownership by such corporation, person, entity or group of shares
of capital stock of the Corporation having the right to cast in
the aggregate 25% or more of all votes entitled to be cast by all
issued and outstanding shares of capital stock of the
Corporation.
THIRTEENTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in its Articles
of Incorporation in the manner now or hereafter prescribed by
statute and all rights conferred upon shareholders and directors
herein are hereby granted subject to this reservation; provided,
however, that the provisions set forth in ARTICLES SIXTH,
SEVENTH, and EIGHTH of these Articles of Incorporation may not be
repealed, altered or amended, in any respect whatsoever, unless
such repeal, alteration or amendment is approved by either
(a) the affirmative vote of shareholders of the Corporation
entitled to cast at least 66-2/3% of all votes which shareholders
of the Corporation are then entitled to cast, and if any class of
shares is entitled to vote as a separate class, the affirmative
vote of at least a majority of the votes entitled to be cast by
the outstanding shares of such class, or (b) the affirmative vote
of 66-2/3% of the total number of directors then in office
(rounding up to the nearest whole number) and the affirmative
<PAGE 5> vote of shareholders of the Corporation entitled to cast
at least a majority of all votes which shareholders of the
Corporation are then entitled to cast, and if any class of shares
is entitled to vote as a separate class, the affirmative vote of
at least a majority of the votes entitled to be cast by the
outstanding shares of such class; and further provided, that the
provisions set forth in this ARTICLE THIRTEENTH and in ARTICLES
EIGHTH, NINTH, TENTH, ELEVENTH and TWELFTH of these Articles of
Incorporation may not be repealed, altered or amended, in any
respect whatsoever, unless such repeal, alteration or amendment
is approved by the following votes during the following time
periods: (A) on or before January 1, 2004, the affirmative vote
of both (i) 80% of the total number of directors then in office
(rounding up to the nearest whole number) and (ii) 80% of the
total votes which all shareholders of the Corporation are
entitled to cast, and if any class of shares is entitled to vote
as a separate class, the affirmative vote of at least a majority
of the votes entitled to be cast by the outstanding shares of
such class; and (B) after January 1, 2004, the affirmative vote
of both (i) 66-2/3% of the total number of directors then in
office (rounding up to the nearest whole number) and (ii) 66-2/3%
of the total votes which all shareholders are entitled to cast,
and if any class of shares is entitled to vote as a separate
class, the affirmative vote of at least a majority of the votes
entitled to be cast by the outstanding shares of such class.
<PAGE 6>
EXHIBIT 99.2
RESTATED
BYLAWS
OF
FIRST LIBERTY BANK CORP.
ARTICLE I. MEETINGS OF SHAREHOLDERS.
Section 101. Place of Meetings. All meetings of the
shareholders shall be held at such place or places, within or
without the Commonwealth of Pennsylvania, as shall be determined
by the Board of Directors from time to time.
Section 102. Annual Meetings.
(a) Time and Date. The annual meeting of the
shareholders for the election of Directors and the transaction of
such other business as may properly come before the meeting shall
be held at such date or hour as may be fixed by the Board of
Directors. At each annual meeting of shareholders, directors
shall be elected, reports of the affairs of the Corporation shall
be considered, and any other business may be transacted which is
within the power of the shareholders.
(b) Agenda for Annual Meeting. Matters to be placed
on the agenda for consideration at annual meetings of
shareholders may be determined by the Board of Directors or by
any shareholder entitled to vote for the election of directors.
Matters proposed for the agenda by shareholders entitled to vote
for the election of directors shall be made by notice in writing,
delivered or mailed by first-class United States mail, postage
prepaid, to the Secretary of the Corporation not less than sixty
(60) days prior to any annual meeting of shareholders; provided,
however, that if less than twenty-one (21) days' notice of the
meeting is given to shareholders, such written notice shall be
delivered or mailed, as prescribed, to the Secretary of the
Corporation not later than the close of the seventh day following
the day on which notice of the meeting was mailed to
shareholders. Notice of matters which are proposed by the Board
of Directors shall be given at any time by the Chairman of the
Board or any other appropriate officer. Each notice made by
shareholders shall set forth a brief description of the business
desired to be brought before the annual meeting. The chairman of
the meeting may determine and declare to the meeting that a
matter proposed for the agenda was not made in accordance with
the foregoing procedure, and if the chairman should so determine,
the chairman shall so declare to the meeting and the matter shall
be disregarded.
<PAGE 1>
Section 103. Special Meetings. Special meetings of the
shareholders may be called at any time by the Board of Directors
in the manner provided herein. Shareholders shall not have the
right to call special meetings of shareholders, except as
specifically provided by law.
Section 104. Conduct of Shareholders' Meetings. At every
meeting of the shareholders, the Chairman of the Board or, in the
Chairman's absence, the President or, in the President's absence,
a chairman (who shall be one of the officers, if any is present)
chosen by a majority of the members of the Board of Directors
shall act as chairman of the meeting. The chairman of the
meeting shall have any and all powers and authority necessary in
the chairman's sole discretion to conduct an orderly meeting and
preserve order and to determine any and all procedural matters,
including imposing reasonable limits on the amount of time at the
meeting taken up in remarks by any one shareholder or group of
shareholders. In addition, until the business to be completed at
a meeting of the shareholders is completed, the chairman of a
meeting of the shareholders is expressly authorized to
temporarily adjourn and postpone the meeting from time to time.
The Secretary of the Corporation or in the Secretary's absence,
an assistant secretary, shall act as secretary of all meetings of
the shareholders. In the absence at such meeting of the
Secretary or assistant secretary, the chairman of the meeting may
appoint another person to act as secretary of the meeting.
Section 105. Determination of Record Date. The Board of
Directors may fix a time prior to the date of any meeting of
shareholders as a record date for the determination of the
shareholders entitled to notice of, or to vote at, the meeting,
which time, except in the case of an adjourned meeting, shall be
not more than 90 days prior to the date of the meeting of
shareholders. Only shareholders of record on the date fixed
shall be so entitled notwithstanding any transfer of shares on
the books of the Corporation after any record date fixed as
provided in this section. The Board of Directors may similarly
fix a record date for the determination of shareholders of record
for any other purpose. When a determination of shareholders of
record has been made as provided in this section for purposes of
a meeting, the determination shall apply to any adjournment
thereof unless the Board of Directors fixes a new record date for
the adjourned meeting.
Section 106. Voting List. The officer or agent having
charge of the transfer books for shares of the Corporation shall
make a complete list of the shareholders entitled to vote at any
meeting of shareholders, arranged in alphabetical order, with the
address of and the number of shares held by each. The list shall
be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during
the whole time of the meeting for the purposes thereof.
Failure to comply with the requirements of this section
shall not affect the validity of any action taken at a meeting
<PAGE 2> prior to a demand at the meeting by any shareholder
entitled to vote thereat to examine the list. The original share
register or transfer book, or a duplicate thereof kept in
Pennsylvania, shall be prima facie evidence as to who are the
shareholders entitled to examine the list or share register or
transfer book or to vote at any meeting of shareholders.
Section 107. Judges of Election. In advance of any meeting
of shareholders of the Corporation, the Board of Directors may
appoint judges of election, who need not be shareholders, to act
at the meeting or any adjournment thereof. If judges of election
are not so appointed, the presiding officer of the meeting may,
and on the request of any shareholder shall, appoint judges of
election at the meeting. The number of judges shall be one (1)
or three (3). No person who is a candidate for office to be
filled at the meeting shall act as a judge of election.
In the event any person appointed as a 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
convening the meeting or at the meeting by the presiding officer
thereof.
The judges of election shall determine the number of shares
outstanding and the voting power of each, the shares represented
at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, receive votes or ballots, hear
and determine all challenges and questions in any way arising in
connection with the right to vote, count and tabulate all votes,
determine the result and do such acts as may be proper to conduct
the election or vote with fairness to all shareholders. The
judge or judges of election shall perform their duties
impartially, in good faith, to the best of their ability and as
expeditiously as is practical. If there are 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 presiding officer of the meeting, or of
any shareholder, the judge or 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. Any
report or certificate made by them shall be prima facie evidence
of the facts stated therein.
Section 108. No Consent of Shareholders in Lieu of Meeting.
No action required to be taken or which may be taken at any
annual or special meeting of shareholders of the Corporation may
be taken without a meeting, and the power of the shareholders to
consent in writing to action without a meeting is specifically
denied.
<PAGE 3>
ARTICLE II. DIRECTORS AND BOARD MEETINGS.
Section 201. Management by Board of Directors. The
business and affairs of the Corporation shall be managed by a
Board of Directors consisting of not less than five (5) nor more
than twenty-five (25) members, as fixed by the Board of Directors
from time to time. The Board of Directors may exercise all such
powers of the Corporation and do all such lawful acts and things
as are not by statute, regulation, the Articles of Incorporation
or these Bylaws directed or required to be exercised or done by
the shareholders.
Section 202. Nominations for Directors. Nominations by
shareholders for directors to be elected at an annual meeting of
shareholders must be submitted to the Secretary of the
Corporation in writing not later than the close of business on
the twentieth (20th) day immediately preceding the date of the
meeting. Such notification shall contain the following
information: (a) name and address of each proposed nominee;
(b) the principal occupation of each proposed nominee; (c) the
total number of shares of capital stock of the Corporation that
will be voted for each proposed nominee; (d) the name and
residence address of the notifying shareholder; and (e) the
number of shares of capital stock of the Corporation owned by the
notifying shareholder. Nominations not made in accordance
herewith may, in the discretion of the chairman of the meeting,
be disregarded and, upon instruction, the judges of election may
disregard all votes cast for any such proposed nominee.
Section 203. Qualifications of Directors.
(a) Share Ownership. Every Director must be a
shareholder of the Corporation and shall own in his/her own right
the number of shares (if any) required by law in order to qualify
as such Director. Any Director shall forthwith cease to be a
Director when he/she no longer holds such shares, which fact
shall be reported to the Board of Directors by the Secretary,
whereupon the Board of Directors shall declare the seat of such
Director vacated.
(b) Retirement. No person shall be eligible for
election as a member of the Board of Directors of the Corporation
following such person's attainment of the age of seventy-five
(75); provided, however, that this provision shall not apply to
any person serving on the Board of Directors of the Corporation
on July 1, 1998. Any person elected to the Board of Directors of
the Corporation prior to attainment of age seventy-five (75)
shall not be required to resign by reason of such person's
attainment of such age.
Section 204. Classification of Directors. The Board of
Directors of the Corporation shall be divided into three (3)
classes, as nearly equal in number as possible, as provided in
the Corporation's Articles of Incorporation.
<PAGE 4>
Section 205. Compensation of Directors. No Director shall
be entitled to any salary as such; but the Board of Directors may
fix, from time to time, reasonable fees or other compensation,
payable in cash, stock or other property, for acting as a
Director and reasonable fees to be paid each Director for his/her
services in attending meetings of the Board and meetings of
committees appointed by the Board. The Corporation may reimburse
Directors for expenses related to their duties as members of the
Board of Directors.
Section 206. Regular Meetings. Regular meetings of the
Board of Directors shall be held on such day, at such hour, and
at such place, consistent with applicable law, as the Board of
Directors shall from time to time designate or as may be
designated in any notice from the Secretary calling the meeting.
The Board of Directors shall meet for reorganizational purposes
at the first regular meeting following the annual meeting of
shareholders at which the Directors are elected. Notice need not
be given of regular meetings of the Board of Directors which are
held at the time and place designated by the Board of Directors.
If a regular meeting is not to be held at the time and place
designated by the Board of Directors, notice of such meeting,
which need not specify the business to be transacted thereat and
which may be either verbal or in writing, shall be given by the
President to each member of the Board of Directors at least
twenty-four (24) hours before the time of the meeting.
A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business. If at the
time fixed for the meeting, including the meeting to organize the
new Board following the annual meeting of shareholders, a quorum
is not present, the directors in attendance may adjourn the
meeting from time to time until a quorum is present.
Except as otherwise provided in Section 209 or as otherwise
provided herein, a majority of Directors present and voting at
any meeting of the Board of Directors at which a quorum is
present, shall decide each matter considered. A Director cannot
vote by proxy, or otherwise act by proxy at a meeting of the
Board of Directors.
Section 207. Special Meetings. Special meetings of the
Board of Directors may be called by the Chairman of the Board,
the President or at the request of a majority of Directors then
in office. A special meeting of the Board of Directors shall be
deemed to be any meeting other than a regular meeting of the
Board of Directors. Notice of the time and place of every
special meeting, which need not specify the business to be
transacted thereat, shall be given by the President to each
member of the Board at least twenty-four (24) hours before the
time of such meeting.
Section 208. Reports and Records. The reports of officers
and Committees and the records of the proceedings of all
Committees shall be filed with the Secretary of the Corporation
<PAGE 5> and presented to the Board of Directors, if practicable,
at its next regular meeting. The Board of Directors shall keep
complete records of its proceedings in a minute book kept for
that purpose. When a Director shall request it, the vote of each
Director upon a particular question shall be recorded in the
minutes.
Section 209. Special Director Voting Requirements.
Notwithstanding anything contained herein to the contrary, until
January 1, 2004, approval of any of the following actions shall
require a vote of 80% of the total number of directors of the
Corporation then in office (rounding up to the nearest whole
number):
(i) adopting a motion or resolution to study sale
of the Corporation as a strategic alternative, or engaging a
financial advisor with respect thereto;
(ii) adopting a motion or resolution approving a
fundamental transaction (a "Fundamental Transaction")
involving the Corporation within the meaning of Chapter 19
of Title 15 of the Pennsylvania Business Corporation Law of
1988, as amended, or any successor provisions (whether by
merger, consolidation, share exchange or otherwise), or
calling a special meeting of shareholders of the Corporation
to consider any such proposal or placing any such proposal
on the agenda for an annual meeting of shareholders of the
Corporation;
(iii) recommending that shareholders of the
Corporation (A) accept a transaction or tender their shares
of the Corporation's voting securities in connection with a
tender or exchange offer for the Corporation's voting
securities or (B) cast votes with respect to their voting
securities in a proxy solicitation conducted by a party
other than the Corporation's Board of Directors contrary to
the recommendation of the Board of Directors;
(iv) soliciting indications of interest or
responding to proposals relating to a Fundamental
Transaction in which the Corporation, upon completion of
such Fundamental Transaction, would not be the surviving or
controlling entity; or
(v) amending or repealing Sections 203 or 209 of
these Bylaws.
ARTICLE III. COMMITTEES.
Section 301. Committees. The following two (2) Committees
of the Board of Directors shall be established by the Board of
Directors in addition to any other Committee the Board of
Directors may in its discretion establish: Executive and Audit
<PAGE 6>
Section 302. Executive Committee. The Executive Committee
shall consist of five (5) Directors. A majority of the members
of the Executive Committee shall constitute a quorum, and actions
of a majority of those present at a meeting at which a quorum is
present shall be the actions of the Committee. Meetings of the
Committee may be called at any time by the Chairman of the
Committee or his designee. A majority of the members of the
Committee shall constitute a quorum for the transaction of
business, and the actions of a majority of those present at a
meeting at which a quorum is present shall be the actions of the
Committee. The Executive Committee shall have and exercise the
authority of the Board of Directors in the management of the
business of the Corporation between the dates of regular meetings
of the Board of Directors.
Section 303. Audit Committee. The Audit Committee shall
consist of at least four (4) Directors, none of whom shall be
officers of the Corporation. Meetings of the Committee may be
called at any time by the Chairman of the Committee or his
designee. A majority of the members of the Committee shall
constitute a quorum for the transaction of business, and the
actions of a majority of those present at a meeting at which a
quorum is present shall be the actions of the Committee. The
Committee shall, among other things, supervise the audit of the
books of the Corporation and recommend for approval by the Board
the services of a reputable Certified Public Accounting firm to
perform such audit.
Section 304. Appointment of Committee Members. The Board
of Directors shall elect the members of the Committees and the
Chairman of each such Committee to serve until the next annual
meeting of shareholders. The President shall appoint or shall
establish a method of appointing, subject to the approval of the
Board of Directors, the members of any other Committees
established by the Board of Directors, and the Chairman of such
Committee, to serve until the next annual meeting of
shareholders. The Board of Directors may appoint, from time to
time, other committees, for such purposes and with such powers as
the Board may determine.
Section 305. Organization and Proceedings. Each Committee
of the Board of Directors shall effect its own organization by
the appointment of a Secretary and such other officers, except
the Chairman, as it may deem necessary. A record of proceedings
of all Committees shall be kept by the Secretary of such
Committee and filed and presented as provided in Section 208 of
these Bylaws.
ARTICLE IV. OFFICERS.
Section 401. Chairman of the Board. The Board of Directors
shall appoint one of its members to be the Chairman of the Board
to serve at the pleasure of the Board. He shall be a voting
member of the Board of Directors and shall preside at all
meetings of the Board of Directors and shareholders. The
<PAGE 7> Chairman of the Board shall supervise the carrying out
of the policies adopted or approved by the Board. He shall have
general executive powers, as well as the specific powers
conferred by these Bylaws. He shall also have and may exercise
such further powers and duties as from time to time may be
conferred upon,or assigned to him by the Board of Directors.
Section 402. President. The Board of Directors shall
appoint one of its members to be President of the Corporation.
In the absence of the Chairman, he shall preside at any meeting
of the Board. The President shall have general executive powers,
and shall have and may exercise any and all other powers and
duties pertaining by law, regulation, or practice, to the office
of President, or imposed by these Bylaws. He shall also have and
may exercise such further powers and duties as from time to time
may be conferred upon or assigned to him by the Board of
Directors.
Section 403. Vice Presidents. The Board of Directors may
appoint an Executive Vice President and one or more Vice
Presidents. The Executive Vice President and each Vice President
shall have such powers and duties as may be assigned to him by
the Board of Directors. The Executive Vice President shall, in
the absence of the President, perform all the duties of the
President.
Section 404. Secretary. The Board of Directors shall
appoint a Secretary, who shall be Secretary of the Board and of
the Corporation, and shall keep accurate minutes of all meetings.
He shall attend to the giving of all notices required by these
Bylaws to be given. He shall be custodian of the corporate seal,
records, documents and papers of the Corporation. He shall
provide for the keeping of proper records of all transactions of
the Corporation. He shall have and may exercise any and all
other powers and duties pertaining by law, regulation or
practice, to the office of Secretary, or imposed by these Bylaws.
He shall also perform such other duties as may be assigned to
him, from time to time, by the Board of Directors.
Section 405. Treasurer. The Treasurer shall act under the
supervision of the President or such other Officer as the
President may designate. The Treasurer shall have custody of the
Corporation's funds and such other duties as may be prescribed by
the Board of Directors, President or such other Supervising
Officer as the President may designate.
Section 406. Assistant Officers. Unless otherwise provided
by the Board of Directors, each Assistant Officer shall perform
such duties as shall be prescribed by the Board of Directors, the
President or the Officer to whom he/she is an Assistant. In the
event of the absence or disability of an Officer or his/her
refusal to act, his/her Assistant Officer shall, in the order of
their rank, and within the same rank in the order of their
seniority, have the powers and authorities of such Officer.
<PAGE 8>
Section 407. Compensation. Unless otherwise provided by
the Board of Directors, the salaries and compensation of all
Officers and Assistant Officers, except the President and the
Executive Vice President, shall be fixed in accordance with the
general salary administration programs and guidelines established
by the Board.
Section 408. General Powers. The Officers are authorized
to do and perform such corporate acts as are necessary in the
carrying on of the business of the Corporation, subject always to
the direction of the Board of Directors.
ARTICLE V. SHARES OF CAPITAL STOCK.
Section 501. Authority to Sign Share Certificates. Every
share certificate of the Corporation shall be signed by the
President and by the Executive Vice President or one of the Vice
Presidents. Certificates may be signed by facsimile signature.
Section 502. Lost or Destroyed Certificates. Any person
claiming a share certificate to be lost, destroyed or wrongfully
taken shall receive a replacement certificate if such person
shall have: (a) requested such replacement certificate before the
Corporation has notice that the shares have been acquired by a
bona fide purchaser; (b) provided the Corporation with an
indemnity agreement satisfactory in form and substance to the
President or the Executive Vice President; and (c) satisfied any
other reasonable requirements (including providing an affidavit
and a surety bond) fixed by the President or the Executive Vice
President.
ARTICLE VI. GENERAL.
Section 601. Fiscal Year. The fiscal year of the
Corporation shall begin on the first (1st) day of January in each
year and end on the thirty-first (31st) day of December in each
year.
Section 602. Emergency Bylaws. In the event of any
emergency resulting from a nuclear attack or similar disaster,
and during the continuance of such emergency, the following Bylaw
provisions shall be in effect, notwithstanding any other
provisions of the Bylaws:
(a) A meeting of the Board of Directors or of any
Committee thereof may be called by any Officer or Director upon
one (1) hour's notice to all persons entitled to notice whom, in
the sole judgment of the notifier, it is feasible to notify;
(b) The Director or Directors in attendance at the
meeting of the Board of Directors or of any Committee thereof
shall constitute a quorum; and
(c) These Bylaws may be amended or repealed, in whole
or in part, by a majority vote of the Directors attending any
<PAGE 9> meeting of the board of Directors, provided such
amendment or repeal shall only be effective for the duration of
such emergency.
Section 603. Severability. If any provision of these
Bylaws is illegal or unenforceable as such, such illegality or
unenforceability shall not affect any other provision of these
Bylaws and such other provisions shall continue in full force and
effect.
ARTICLE VII. LIABILITY OF DIRECTORS: INDEMNIFICATION.
Section 701. Elimination of Liability. To the fullest
extent permitted by the laws of the Commonwealth of Pennsylvania,
a Director of the Corporation shall not be personally liable for
monetary damages for any action taken or any failure to take any
action unless the Director has breached or failed to perform the
duties of his or her office under the Pennsylvania Business
Corporation Law of 1988, as amended, or any successor statute,
and such breach or failure constitutes self-dealing, willful
misconduct or recklessness. The provisions of this Section 701
shall not apply with respect to the responsibility or liability
of a Director under any criminal statute or the liability of a
director for the payment of taxes pursuant to local, state or
federal law.
Section 702. Indemnification. The Corporation shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative by reason of the fact that such person is or was a
Director, officer, employee, or agent of the Corporation, or is
or was serving at the request of the corporation as a director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), amounts paid in settlement,
judgments, and fines actually and reasonably incurred by such
person in connection with such action, suit, or proceeding;
provided, however, that no indemnification shall be made in any
case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted
willful misconduct or recklessness.
Section 703. Expenses. Expenses (including attorneys'
fees) incurred in defending a civil or criminal action, suit, or
proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit, or proceeding upon
receipt of an undertaking by or on behalf of the Director,
officer, employee, or agent to repay such amount if it shall be
ultimately determined that he/she is not entitled to be
indemnified by the Corporation as authorized in this Article VII.
Section 704. Non-Exclusive. The indemnification and
advancement of expenses provided by this Article VII shall not be
deemed exclusive of any other right to which persons seeking
<PAGE 10> indemnification and advancement of expenses may be
entitled under any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to actions in such
persons' official capacity and as to their actions in another
capacity while holding office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and
administrator of such person.
Section 705. Insurance, Etc. The Corporation may purchase
and maintain insurance on behalf of any person, may enter into
contracts of indemnification with any person, may create a fund
of any nature (which may, but need not be, under the control of a
trustee) for the benefit of any person, and may otherwise secure
in any manner its obligations with respect to indemnification and
advancement of expenses, whether arising under this Article IX or
otherwise, to or for the benefit of any person, whether or not
the Corporation would have the power to indemnify such person
against such liability under the provisions of this Article VII.
Section 706. Amendment. Notwithstanding anything herein
contained or contained in the Articles of Incorporation to the
contrary, this Article VII may not be amended or repealed, and a
provision inconsistent herewith may not be adopted, except by the
affirmative vote of 80% of the members of the entire Board of
Directors or by the affirmative vote of shareholders of the
corporation entitled to cast at least 80% of all votes which
shareholders of the corporation are then entitled to cast, except
that, if the laws of the Commonwealth of Pennsylvania are amended
or any other statute is enacted so as to decrease the exposure of
directors to liability or to increase the indemnification rights
available, this Article VII and any other provision of these
Bylaws inconsistent with such decreased exposure or increased
indemnification rights shall be amended, automatically and
without any further action on the part of shareholders or
directors, to reflect such decreased exposure or to include such
increased indemnification rights, unless such legislation
expressly otherwise requires. Any repeal or modification of this
Article VII by the directors or shareholders of the Corporation
shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the
Corporation or any right to indemnification for any action taken
or any failure to take any action occurring prior to the time of
such repeal or modification.
Section 707. Severability. If, for any reason, any
provision of this Article VII shall be held invalid, such
invalidity shall not affect any other provision not held so
invalid, and each such other provision shall, to the full extent
consistent with law, continue in full force and effect. If any
provision of this Article VII shall be held invalid in part, such
invalidity shall in no way affect the remainder of such
provision, and the remainder of such provision, together with all
other provisions of this Article VII shall, to the full extent
consistent with law, continue in full force and effect.
<PAGE 11>
ARTICLE VIII. AMENDMENT OR REPEAL.
Section 801. Amendment or Repeal by the Board of Directors.
These Bylaws may be amended or repealed, in whole or in part, in
the manner set forth in the Articles of Incorporation. <PAGE 12>
