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 - March 25, 1996
CODORUS VALLEY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-15536 23-2428543
- ---------------------------- ---------------- ------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number)
Identification
Number)
One Manchester Street
Glen Rock, Pennsylvania 17327
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (215) 235-
6871
-------------
- -
N/A
_________________________________________________________________
(Former name or former address, if changed since last report)
<PAGE>
Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
The Registrant hereby files its amended Articles of
Incorporation and amended Bylaws. See Item 7 and
Exhibits 3(i) and 3(ii) below.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
Exhibits:
3(i) Amended Articles of Incorporation of the
Registrant
3(ii) Amended Bylaws of the Registrant
Item 8. Change in Fiscal Year.
Not Applicable.
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.
CODORUS VALLEY BANCORP, INC.
(Registrant)
Dated: March 25, 1996 /s/ Larry J. Miller
_______________________________
Larry J. Miller, President
and Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 3(i)
AMENDED ARTICLES OF INCORPORATION OF THE REGISTRANT
CODORUS VALLEY BANCORP, INC.
<PAGE>
DSCB204 (Rev:81) PLEASE INDICATE (CHECK ONE) FEE
TYPE CORPORATION: $75.00
ARTICLES OF X DOMESTIC BUSINESS
INCORPORATION CORPORATION
DOMESTIC BUSINESS
COMMONWEALTH OF CORPORATION
PENNSYLVANIA A CLOSE BUSINESS - COMPLETE
DEPARTMENT OF STATE BACK
CORPORATION BUREAU
308 NORTH OFFICE DOMESTIC PROFESSIONAL
BUILDING, HARRISBURG, CORPORATION
PA 17120 ENTER BOARD LICENSE NO.
_________________________________________________________________
010 NAME OF CORPORATION (MUST CONTAIN CORPORATE INDICATOR UNLESS
EXEMPT UNDER 15 P.S. 2908 B)
Codorus Valley Bancorp, Inc.
_________________________________________________________________
011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX
NUMBER NOT ACCEPTABLE)
One Manchester Street
_________________________________________________________________
012 CITY 033 COUNTY 013 STATE 064 ZIP CODE
Glen Rock York PA 17327
_________________________________________________________________
050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION
To have unlimited power to engage in and do any lawful act
concerning any or all lawful business for which corporations may
be incorporated under the provisions of the Business Corporation
Law of the Commonwealth of Pennsylvania.
(ATTACH 8 1/2 X 11 SHEET IF NECESSARY)
_________________________________________________________________
The Aggregate Number of Shares, Classes of Shares and Par Value
of Shares Which the Corporation Shall have Authority to Issue:
040 Number and 041 Stated Par 042 Total 031 Term of
Class of Value Per Authorized Existence
Shares Share, if any Capital
Five Million $2.50 $12,500,000 Perpetual
(5,000,000)
Shares of Common
Stock
_________________________________________________________________
The Name and Address of Each Incorporator, and the Number and
Class of Shares Subscribed to by each Incorporator:
(Street,
City, Number and
060 Name 061, 062 State, Class of
063, 064 Address Zip Code) Shares
William U. Kapp 122 Hayward Heights 1 share
Glen Rock, PA 17327 common stock
Larry J. Miller 102 Raypaula Drive 1 share
Shrewsbury, PA 17361 common stock
Jeffrey C. Bortner 171 South Royal Street 1 share
York, PA 17402 common stock
Sterling E. Baugher R.D. #2, P.O. Box 2222 1 share
Spring Grove, PA 17362 common stock
_________________________________________________________________
IN TESTIMONY WHEREOF, THE INCORPORATOR(S) HAS (HAVE) SIGNED AND
SEALED THE ARTICLES OF INCORPORATION THIS THIRTIETH DAY OF
SEPTEMBER, 1986.
/s/ William U. Kapp /s/ Jeffrey C. Bortner
______________________________ ______________________________
/s/ Larry J. Miller /s/ Sterling E. Baugher
______________________________ ______________________________
_________________________________________________________________
- FOR OFFICE USE ONLY -
<PAGE>
8659 122
CODORUS VALLEY BANCORP, INC.
ARTICLES OF INCORPORATION
ADDITIONAL ARTICLES
7. No merger, consolidation, liquidation or dissolution of
this corporation nor any action that would result in the sale or
other disposition of all or substantially all of the assets of
this corporation shall be valid unless first approved by the
affirmative vote of the holders of at least seventy-five percent
(75%) of the outstanding shares of Common Stock of this
corporation. This Article 7 may not be amended unless first
approved by the affirmative vote of the holders of at least
seventy-five percent (75%) of the outstanding shares of Common
Stock of this corporation.
8. Cumulative voting rights shall not exist with respect
to the election of directors.
9. (a) The Board of Directors may, if it deems advisable,
oppose a tender or other offer for the corporation's securities,
whether the offer is in cash or in the securities of a
corporation or otherwise. When considering whether to oppose an
offer, the Board of Directors may, but is not legally obligated
to, consider any relevant, germane or pertinent issue; by way of
illustration, but not to be considered any limitation on the
power of the Board of Directors to oppose a tender or other offer
for this corporation's securities, the Board of Directors may,
but shall not be legally obligated to, consider any or all of the
following:
(i) Whether the offer price is acceptable based on the
historical and present operating results or
financial condition of this corporation;
(ii) Whether a more favorable price could be obtained
for this corporation's securities in the future;
(iii) The social and economic effects of the offer or
transaction on this corporation and any of its
subsidiaries, employees, depositors, loan and
other customers, creditors, shareholders and other
elements of the communities in which this
corporation and any of its subsidiaries operate or
are located;
(iv) The reputation and business practice of the
offeror and its management and affiliates as they
would affect the shareholders, employees,
depositors and customers of the corporation and
its subsidiaries and the future value of the
corporation's stock;
(v) The value of the securities (if any) which the
offeror is offering in exchange for the
corporation's securities, based on an analysis of
the worth of the corporation or other entity whose
securities are being offered;
<PAGE>
8659 123
CODORUS VALLEY BANCORP, INC.
(vi) The business and financial conditions and earnings
prospects of the offeror, including, but not
limited to, debt service and other existing or
likely financial obligations of the offeror, and
the possible affect of such conditions upon this
corporation and any of its subsidiaries and the
other elements of the communities in which this
corporation and any of its subsidiaries operate or
are located;
(vii) Any antitrust or other legal and regulatory issues
that are raised by the offer.
(b) If the Board of Directors determines that an offer
should be rejected, it may take any lawful action to accomplish
its purpose, including, but not limited to, any or all of the
following: advising shareholders not to accept the offer;
litigation against the offeror; filing complaints with all
governmental and regulatory authorities; acquiring the offeror
corporation's securities; selling or otherwise issuing authorized
but unissued securities or treasury stock or granting options
with respect thereto; acquiring a company to create an antitrust
or other regulatory problem for the offeror; and obtaining a more
favorable offer from another individual or entity.
<PAGE>
91231566
Microfilm Number______________ Filed with the Department
of State on __________________
Entity Number 938777
/s/
______________________________
Secretary of the Commonwealth
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION
In compliance with the requirements of 15 Pa. C.S. Section
1915 (relating to articles of amendment), the undersigned
business corporation, desiring to amend its Articles, does hereby
certify and state that:
1. The Name of the Corporation is:
Codorus Valley Bancorp, Inc.
2. The Address, including street and number, of its
Registered Office in this Commonwealth is: (The
Department of State is hereby authorized to correct the
following statement to conform to the records of the
Department):
One Manchester Street, Glen Rock, York County,
Pennsylvania 17327.
3. The Statute by or under which the Corporation was
Incorporated is:
Business Corporation Law of 1933, Act of May 5,
1933, P.L. 364, as amended.
4. The Date of its Incorporation is:
October 7, 1986
5. The Manner in which the Amendment was Adopted by the
Corporation is:
The amendment was duly adopted and proposed to the
Shareholders by the Board of Directors on March
12, 1991. The amendment was adopted by the
Shareholders of the Corporation pursuant to
Section 1914(a) and (b) of the Business
Corporation Law of 1988, as amended, at the 1991
<PAGE>
91231567
Annual Meeting of Shareholders duly called and
convened pursuant to a Notice of Annual Meeting of
Shareholders, Proxy Statement, and Form of Proxy
dated March 25, 1991 and first sent on or about
March 25, 1991 by United States Mail, first class
postage prepaid, to the shareholders of record as
of the Record Date of March 18, 1991. The 1991
Annual Meeting of Shareholders was held at 10:00
a.m., prevailing time, on Tuesday, April 23, 1991
at the Holiday Inn (formerly the Sheraton Inn
-York), White Rose Room, US Route 30 at Route 74,
York, Pennsylvania 17404. The total number of
shares outstanding was 913,000 with each share
entitled to one vote. The total number of shares
entitled to vote was 913,000. The total number of
shares voted for the amendment was 665,760 and the
total number of shares voted against the amendment
was 101,852 and the total number of shares
abstaining from voting on the matter was 21,946.
Thus, the amendment was approved and adopted by
72.9% of the Shareholders, which constitutes a
majority of the votes cast by all Shareholders
entitled to vote at the 1991 Annual Meeting of
Shareholders.
6. The Amendment shall be Effective upon filing these
Articles of Amendment with the Commonwealth of
Pennsylvania, Department of State.
7. The Amendment adopted by the Corporation as set
forth in full in Exhibit A attached hereto and made
a part hereof.
<PAGE>
91231568
IN TESTIMONY WHEREOF, the undersigned Corporation has caused
these Articles of Amendment to be signed by a duly authorized
officer and its corporate seal, duly attested by another such
officer, to be hereunto affixed this 23rd day of April, 1991.
CODORUS VALLEY BANCORP, INC.
Attest:
/s/ Barry A. Keller By /s/ Larry J. Miller
______________________________ _________________________________
Barry A. Keller, Secretary Larry J. Miller, President
(CORPORATE SEAL)
<PAGE>
91231569
EXHIBIT A
Article 4 of the Articles of Incorporation of Codorus Valley
Bancorp, Inc. is amended and restated to read in full and in its
entirety as follows:
4. (a) The aggregate number of shares which the
Corporation shall have authority to issue is ten million
(10,000,000) shares of Common Stock of the par value of Two
Dollars and Fifty Cents ($2.50) per share (the "Common Stock"),
and one million (1,000,000) shares of Series Preferred Stock of
the par value of Two Dollars and Fifty Cents ($2.50) per share
(the "Preferred Stock").
(b) The Preferred Stock may be issued from time to
time by the Board of Directors as herein provided in one or more
series upon the affirmative vote of at least two-thirds of the
members of the Board of Directors at any regular or special
meeting thereof duly convened after due notice to the directors.
The designations, relative rights, preferences and limitations of
the Preferred Stock, and particularly of the shares of each
series thereof, may, to the extent permitted by law, be similar
to or may differ from those of any other series. The Board of
Directors of the Corporation is hereby expressly authorized,
subject to the other provisions of this Article 4, by filing a
statement pursuant to the applicable provisions of the Business
Corporation Law of 1988, as amended, to make division of such
authorized shares of Preferred Stock into series and to determine
the designations, number of shares, relative rights (including
the right, to the extent permitted by law, to convert into shares
of any class or any series of any class), voting rights,
preferences and limitations of the shares in each such series,
and to issue such Preferred Stock as so divided and determined,
including but without limiting the generality of the foregoing,
the following:
(i) The number of shares to constitute such
series (which number may at any time, or from time to time, be
increased or decreased by the Board of Directors, notwithstanding
that shares of the series may be outstanding at the time of such
increase or decrease, unless the Board of Directors shall have
otherwise provided in creating such series) and the distinctive
designation thereof;
(ii) The dividend rate on the shares of such
series, whether or not dividends on the shares of such series
shall be cumulative, and the date or dates, if any, from which
dividends thereon shall be cumulative;
(iii) Whether or not the shares of such series
shall be redeemable, and, if redeemable, the date or dates upon
or after which they shall be redeemable and the amount or amounts
per share (which shall be, in the case of each share, not less
than its preference upon involuntary liquidation, plus an amount
equal to all dividends thereon accrued and unpaid, whether or not
earned or declared) payable thereon in the case of the redemption
thereof, which amount may vary at different redemption dates or
otherwise as permitted by law;
(iv) The right, if any, of holders of shares
of such series to convert the same into, or exchange the same
for, Common Stock or other stock as permitted by law, and the
terms and conditions of such conversion or exchange, as well as
provisions for adjustment of the conversion rate in such events
as the Board of Directors shall determine;
(v) The amount per share payable on the
shares of such series upon the voluntary and involuntary
liquidation, dissolution or winding-up of the Corporation;
(vi) Whether the holders of shares of such
series shall have voting power, full or limited, in addition to
the voting powers provided by law, and, in case additional voting
powers are accorded, to fix the extent thereof; and
(vii) Generally to fix the other rights and
privileges and any qualifications, limitations or restrictions of
such rights and privileges of such series, provided, however,
that no such rights, privileges, qualifications, limitations or
restrictions shall be in conflict with the Articles of
Incorporation of the Corporation or with the resolution or
resolutions adopted by the Board of Directors providing for the
issue of any series of which there are shares then outstanding.
(c) All shares of Preferred Stock of the same series
shall be identical in all respects, except that shares of any one
series issued at different times may differ as to dates, if any,
from which dividends thereon may accumulate. All shares of
Preferred Stock of all series shall be of equal rank and shall be
identical in all respects, except that to the extent not
otherwise limited in this Article 4 any series may differ from
any other series with respect to any one or more of the
designations, relative rights, preferences and limitations
described or referred to in subparagraphs (b)(i) to (vii)
inclusive of this Article 4.
<PAGE>
91231570
(d) Dividends on the outstanding Preferred Stock of
each series shall be declared and paid or set apart for payment
before any dividends shall be declared and paid or set apart for
payment on the Common Stock with respect to the same quarterly
dividend period. Dividends on any shares of Preferred Stock
shall be cumulative only if and to the extent set forth in a
statement filed pursuant to law. After dividends on all shares
of Preferred Stock (including cumulative dividends if and to the
extent any such shares shall be entitled thereto) shall have been
declared and paid or set apart for payment with respect to any
quarterly dividend period, then and not otherwise as long as any
shares of Preferred Stock shall remain outstanding, dividends may
be declared and paid or set apart for payment with respect to the
same quarterly dividend period on the Common Stock out of the
assets or funds of the Corporation legally available therefor.
(e) All shares of Preferred Stock of all series shall
be of equal rank, preference and priority as to dividends
irrespective of whether or not the rates of dividends to which
the particular series of Preferred Stock shall be entitled shall
be the same and when the stated dividends are not paid in full,
the shares of all series of Preferred Stock shall share ratably
in the payment thereof in accordance with the sums which would be
payable on such shares if all dividends were paid in full,
provided, however, that any two or more series of Preferred Stock
may differ from each other as to the existence and extent of the
right to cumulative dividends, as aforesaid.
(f) Except as otherwise specifically provided in a
statement filed pursuant to law with respect to any series of
Preferred Stock or as otherwise provided by law, the Preferred
Stock shall not have any right to vote for the election of
directors or for any other purpose and the Common Stock shall
have the exclusive right to vote for the election of directors
and for all other purposes. Each holder of Common Stock shall be
entitled to one vote for each share thereof held. In all
instances in which voting rights are granted to the Preferred
Stock or any series thereof, such Preferred Stock or series shall
vote with the Common Stock as a single class, except with respect
to any vote for the approval of any merger, consolidation,
liquidation or dissolution of the Corporation and except as
otherwise provided in the statement filed pursuant to law with
respect to any series of the Preferred Stock or as otherwise
provided by law.
(g) In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary,
each series of Preferred Stock shall have preference and priority
over the Common Stock for payment of the amount to which each
outstanding series of Preferred Stock shall be entitled in
accordance with the provisions thereof and each holder of
Preferred Stock shall be entitled to be paid in full such amount,
or have a sum sufficient for the payment in full set aside,
before any payments shall be made to the holders of Common Stock.
If, upon liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation or the proceeds
thereof, distributable among the holders of the shares of all
series of Preferred Stock shall be insufficient to pay in full
the preferential amount aforesaid, then such assets, or the
proceeds thereof, shall be distributed among such holders ratably
in accordance with the respective amounts which would be payable
if all amounts payable thereon were paid in full. After the
holders of the Preferred Stock of each series shall have been
paid in full the amounts to which they respectively shall be
entitled, or a sum sufficient for the payment in full set aside,
the remaining net assets of the Corporation shall be distributed
pro rata to the holders of the Common Stock in accordance with
their respective rights and interests, to the exclusion of the
holders of the Preferred Stock. A consolidation or merger of the
Corporation with or into another corporation or corporations, or
a sale, whether for cash, shares of stock, securities or
properties, of all or substantially all of the assets of the
Corporation, shall not be deemed or construed to be a
liquidation, dissolution or winding up of the Corporation within
the meaning of this Article 4.
(h) In the event that Preferred Stock of any series
shall be made redeemable as provided in subparagraph (b)(iii) of
this Article 4, the Corporation, at the option of the Board of
Directors, may redeem at any time or times, from time to time,
all or any part of any one or more series of Preferred Stock
outstanding by paying for each share the then applicable
redemption price fixed by the Board of Directors as provided
herein, plus an amount equal to accrued and unpaid dividends to
the date fixed for redemption, upon such notice and terms as may
be specifically provided in the statement filed pursuant to law
with respect to such series of Preferred Stock.
(i) No holder of Preferred Stock of the Corporation
shall be entitled, as such, as a matter of right, to subscribe
for or purchase any part of any new or additional issue of stock
of any class or series whatsoever, any rights or options to
purchase stock of any class or series whatsoever or any
securities convertible into, exchangeable for or carrying rights
or options to purchase stock of any class or series whatsoever,
whether now or hereafter authorized, and whether issued for cash
or other consideration or by way of dividend.
55945
EXHIBIT 3(ii)
AMENDED BYLAWS OF THE REGISTRANT
<PAGE>
AMENDED BY-LAWS
of
CODORUS VALLEY BANCORP, INC.
Article 1
CORPORATION OFFICE
Section 1.1. The Corporation shall have and continuously
maintain in Pennsylvania a registered office which may, but need
not, be the same as its place of business and at an address to be
designated from time to time by the Board of Directors.
Section 1.2. The Corporation may also have offices at such
other places as the Board of Directors may from time to time
designate or the business of the Corporation may require.
Article 2
SHAREHOLDERS MEETINGS
Section 2.1. All meetings of the shareholders shall be held
at such time and place as may be fixed from time to time by the
Board of Directors.
Article 2
Section 2.2 The annual meeting of the shareholders shall
be held no later than May 31 each year, at such time, date, and
place as may be fixed by the Board of Directors, when they shall
elect a Board of Directors and transact such other business as
may properly be brought before the meeting.
Section 2.3 Special Meetings of Shareholders may be called
at any time by the Chairman of the Board, the President, the
Executive Vice President, if any, or a majority of the Board of
Directors, or by its Executive Committee (if any).
Section 2.4. Written notice of all meetings other than
adjourned meetings of shareholders, stating the place, date and
hour, and, in case of special meetings of shareholders, the
purpose thereof, shall be served upon, or mailed, postage
prepaid, or telegraphed, charges prepaid, at least ten days
before such meeting, unless a greater period of notice is
required by statute or by these By-laws, to each shareholder
entitled to vote thereat at such address as appears on the
transfer books of the Company.
Section 2.5 The shareholders of this Corporation shall not
be entitled to propose an amendment to the Corporation's Articles
of Incorporation, except if otherwise specifically provided by
statutes.
Article 3
QUORUM OF SHAREHOLDERS
Section 3.1. The presence, in person or by proxy, of
shareholders entitled to cast at least a majority of the votes
which all shareholders are entitled to cast on the particular
<PAGE>
matter shall constitute a quorum for purposes of considering such
matter, and unless otherwise provided by statute the acts of such
shareholders at a duly organized meeting shall be the acts of the
shareholders. If, however, any meeting of shareholders cannot be
organized because of lack of a quorum, those present, in person
or by proxy, shall have the power, except as otherwise provided
by statute, to adjourn the meeting to such time and place as they
may determine, without notice other than an announcement at the
meeting, until the requisite number of shareholders for a quorum
shall be present, in person or by proxy, except that in the case
of any meeting called for the election of directors such meeting
may be adjourned only for periods not exceeding 15 days as the
holders of a majority of the shares present, in person or by
proxy, shall direct, and those who attend the second of such
adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing
directors. At any adjourned meeting at which a quorum shall be
present or so represented, any business may be transacted which
might have been transacted at the original meeting if a quorum
had been present. The shareholders present, in person or by
proxy, at a duly organized meeting can continue to do business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Article 4
VOTING RIGHTS
Section 4.1. Except as may be otherwise provided by statute
or by the Articles of Incorporation, at every shareholders
meeting, every shareholder entitled to vote thereat shall have
the right to one vote for every share having voting power
standing in his name on the books of the Corporation on the
record date fixed for the meeting. No share shall be voted at
any meeting if any installment is due and unpaid thereon.
Section 4.2. When a quorum is present at any meeting the
voice vote of the holders of a majority of the stock having
voting power, present, in person or by proxy, shall decide any
question brought before such meeting except as provided
differently by statute or by the Articles of Incorporation.
Section 4.3. Upon demand made by a shareholder entitled to
vote at any election for directors before the voting begins, the
election shall be by ballot.
Article 5
PROXIES
Section 5.1. 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 him by proxy. Every proxy
shall be executed in
<PAGE>
writing by the shareholder or his 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 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 a proxy, unless
coupled with an interest, be voted 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.
Article 6
RECORD DATE
Article 6.1. The Board of Directors may fix a time, not
more than 90 days prior to the date of any meeting of
shareholders, or the date fixed for the payment of any dividend
or distribution, or the date for the allotment of rights, or the
date when any change or conversion or exchange of shares will be
made or go into effect, as a record date for the determination of
the shareholders entitled to notice of, and 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. In such case, only such shareholders as
shall be shareholders of record on the date so fixed shall be
entitled to notice of, or to vote at, such meeting or to receive
payment of such dividend or to receive such allotment of rights
or to exercise such rights, as the case may be, notwithstanding
any transfer of any shares on the books of the Corporation after
any record date fixed as aforesaid. The Board of Directors may
close the books of the Corporation against transfers of shares
during the whole or any part of such period, and in such case
written or printed notice thereof shall be mailed at least ten
days before closing thereof to each shareholder of record at the
address appearing on the records of the Corporation or supplied
by him to the Corporation for the purpose of notice. While the
stock transfer books of the Corporation are closed, no transfer
of shares shall be made thereon. If no record date is fixed by
the Board of Directors for the determination of shareholders
entitled to receive notice of, and vote at, a shareholders
meeting, transferees of shares which are transferred on the books
of the Corporation within ten days next preceding the date of
such meeting shall not be entitled to notice of or to vote at
such meeting.
<PAGE>
Article 7
VOTING LISTS
Section 7.1. The officer or agent having charge of the
transfer books for shares of the Corporation shall make, at least
five days before each meeting of shareholders, a complete
alphabetical list of the shareholders entitled to vote at the
meeting, with their addresses and the number of shares held by
each, which list shall be kept on file at the registered office
or principal place of business of the Corporation and shall be
subject to inspection by any shareholder during the entire
meeting. The original transfer books for shares of the
Corporation, or a duplicate thereof kept in this Commonwealth,
shall be prima facie evidence as to who are the shareholders
entitled to exercise the rights of a shareholder.
Article 8
JUDGES OF ELECTION
Section 8.1. 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 on the request of any
shareholder or his proxy shall, make such appointment at the
meeting. The number of judges shall be one or three. If
appointed at a meeting on the request of one or more shareholders
or proxies, the majority or shares present and entitled to vote
shall determine whether one or three judges are to be appointed.
No person who is a candidate for office shall act as a judge.
The judges of election shall do all such acts as may be proper to
conduct the election or vote, and such other duties as may be
prescribed by statute, with fairness to all shareholders, and if
requested by the Chairman of the meeting or any shareholder or
his proxy, shall make a written report of any matter determined
by them and execute a certificate of any fact found by them. If
there are three judges of election, the decision, act or
certificate of a majority shall be the decision, act or
certificate of all.
Article 9
CONSENT OF SHAREHOLDERS IN LIEU OF MEETING
Section 9.1. Any action required to be taken at a meeting
of the shareholders, or of a class of shareholder, 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
shareholders who would be entitled to vote at a meeting for such
purpose and shall be filed with the Secretary of the Corporation.
<PAGE>
Article 10
DIRECTORS
Section 10.1. Only persons who are nominated in accordance
with the procedures set forth in this Section 10.1 shall be
eligible for election as directors. The Board of Directors, or a
duly appointed committee thereof, shall act as a nominating
committee for selecting nominees for election as directors.
Except in the case of a nominee substituted as a result of the
death or other incapacity of a nominee of the nominating
committee, the nominating committee shall deliver written
nominations to the Secretary at least 90 days prior to the one
year anniversary date of the previous meeting of shareholders
called for election of directors. Provided such nominating
committee makes such nominations, no nominations for directors
except those made by the nominating committee shall be voted upon
at the annual meeting unless other nominations by shareholders
are made in accordance with the provisions of this Section 10.1.
No person shall be elected as a director of the Corporation
unless nominated in accordance with the procedures set forth in
this Section 10.1. Ballots bearing the names of all persons
nominated by the nominating committee and by shareholders shall
be provided for use at the annual meeting.
Nominations of individuals for election to the Board of
Directors of the Corporation at an annual meeting of shareholders
may be made by any shareholder of the Corporation entitled to
vote for the election of directors at that meeting who complies
with the procedures set forth in this Section 10.1. Such
nominations, other than those made by the Board of Directors or a
nominating committee thereof, shall be made pursuant to timely
notice in writing to the Secretary of the Corporation as set
forth in this Section 10.1. To be timely, a shareholder's notice
shall be delivered to or received at the principal executive
offices of the Corporation not less than 90 days prior to the
anniversary date of the immediately preceding meeting of
shareholders of the Corporation called for the election of
directors. Each such shareholder's notice shall set forth: (a)
the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated; (b) a
representation that the shareholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination
or nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder
as would be required to be disclosed in solicitations of proxies
with respect to nominees for election as directors, pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as
amended, including, but not limited to, information required to
be disclosed by Items 4, 5, 6 and 7 of Schedule 14A and
information which would be required to be filed on Schedule 14B
with the Securities and Exchange Commission (or any successors of
such items or schedules); (e) the consent of each nominee to
serve as a director of the Corporation if so elected; and (f) the
class and number of shares of stock of the Corporation which are
beneficially owned by such shareholder on the date of such
shareholder notice and, to the extent known, by any other
shareholders known by such shareholder to be supporting such
nominees on the date of such shareholder notice. At the request
of the Board of Directors, any person nominated by the Board of
Directors, or a nominating committee thereof, for election as a
director shall furnish to the Secretary of the Corporation that
information required to be set forth in a shareholder's notice of
nomination which pertains to the nominee together with the
required written consents, each as described herein.
The Board of Directors may reject any nomination by a
shareholder not timely made in accordance with the requirements
of this Section 10.1. If the Board of Directors, or a designated
committee thereof, determines that the information provided in a
shareholder's notice does not satisfy the informational
requirements of this Section in any material aspect, the
Secretary of the Corporation shall notify such shareholder of the
deficiency in the notice. The shareholder shall have an
opportunity to cure the deficiency by providing additional
information to the Secretary within such period of time, not to
exceed five days from the date such deficiency notice is given to
the shareholder, as the Board of Directors or such committee
shall reasonably determine. If the deficiency is not cured
within such period, or if the Board of Directors or such
committee reasonably determines that the additional information
provided by the shareholder, together with information previously
provided, does not satisfy the requirements of this Section 10.1
in any material respect, then the Board of Directors may reject
such shareholder's nomination. The Secretary of the Corporation
shall notify a shareholder in writing whether his nomination has
been made in accordance with the time and informational
requirements of this Section 10.1. Notwithstanding the
procedures set forth in this paragraph, if neither the Board of
Directors nor such committee makes a determination as to the
validity of any nominations by a shareholder, the presiding
officer of the annual meeting shall determine and declare at the
annual meeting whether the nomination was made in accordance with
the terms of this Section 10.1. If the presiding officer
determines that a nomination was made in accordance with the
terms of this Section 10.1, he shall so declare at the annual
meeting and ballots shall be provided for use at the meeting with
respect to such nominee. If the presiding officer determines
that a nomination was not made in accordance with the terms of
this Section 10.1, he shall so declare at the annual meeting and
the defective nomination shall be disregarded.
Section 10.2. The number of directors that shall constitute
the whole Board of Directors shall be not less than five nor more
than twenty-five. The Board of Directors shall be classified
into three classes, each class to be elected for a term of three
years. The terms of the respective classes shall expire in
successive years as provided in Section 10.3 hereof. Within the
foregoing limits, the Board of Directors may from time to time
fix the number of directors and their respective classifications.
No person shall be elected as a director who has not attained the
age of twenty-one (21) years. No person shall serve as a
director after he has attained the age of seventy (70) years.
Each director shall own and hold solely in his name at least one
hundred (100) shares of the common stock of the Corporation,
which shares shall be free of any liens or other forms of
encumbrances.
<PAGE>
Section 10.3. At the 1987 annual meeting of shareholders of
the Corporation, the shareholders shall elect nine directors as
follows: three Class A directors to serve until the 1988 annual
meeting of shareholders, three Class B directors to serve until
the 1989 annual meeting of shareholders, and three Class C
directors to serve until the 1990 annual meeting of shareholders.
Each class shall be elected in a separate election. At each
annual meeting of shareholders thereafter, successors to the
class of directors whose term shall then expire shall be elected
to hold office for a term of three years, so that the term of
office of one class of directors shall expire in each year.
Section 10.4. The Board of Directors may declare vacant the
office of a director if:
(a) he is declared of unsound mind by an order of the
court,
(b) he is convicted of a felony,
(c) he fails to attend during any fiscal year of the
Corporation at least two-thirds of the regular and special
meetings of the Board of Directors without good cause,
(d) within thirty days after notice of electing, he does
not accept such office either in writing or by attending a
meeting of the Board of Directors, or
(e) the Board of Directors determines for any other proper
cause such declaration of vacancy is in the best interests of the
Corporation.
Article 11
VACANCIES ON BOARD OF DIRECTORS
Section 11.1. Vacancies on the Board of Directors,
including vacancies resulting from an increase in the number of
directors, shall be filled by a majority of the remaining members
of the Board of Directors, though less than a quorum, and each
person so appointed shall be a director until the expiration of
the term of office of the class of directors to which he was
appointed.
Article 12
POWERS OF BOARD OF DIRECTORS
Section 12.1. The business and affairs of the Corporation
shall be managed by its Board of Directors, which may exercise
all such powers of the Corporation and do all such lawful acts
and
<PAGE>
things as are not by statute or by the Articles of Incorporation
or by these By-laws directed or required to be exercised and done
by the shareholders.
Section 12.2. The Board of Directors shall have the power
and authority to appoint an Executive Committee and such other
committees as may be deemed necessary by the Board of Directors
for the efficient operation of the Corporation. The Executive
Committee shall consist of the Chairman of the Board, if any, the
President and not less than one nor more than two other directors
(which other directors shall not be employees of the Corporation
or any of its subsidiaries). The Executive Committee shall meet
at such time as may be fixed by the Board of Directors, or upon
call of the Chairman of the Board or the President. A majority
of members of the Executive Committee shall constitute a quorum.
The Executive Committee shall have and exercise the authority of
the Board of Directors in the intervals between the meetings of
the Board of Directors as may be permitted by law.
Article 13
MEETINGS OF THE BOARD OF DIRECTORS
Section 13.1. An organization meeting may be held
immediately following the annual shareholders meeting without the
necessity of notice to the directors to constitute a legally
convened meeting, or the directors may meet at such time and
place as may be fixed by either a notice or waiver of notice or
consent signed by all of such directors.
Section 13.2. Regular meetings of the Board of Directors
shall be held not less often than semi-annually at a time and
place determined by the Board of Directors at the preceding
meeting. One or more directors may participate in any meeting of
the Board of directors, or of any committee thereof, by means of
a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear
one another.
Section 13.3. Special meetings of the Board of Directors
may be called by the Chairman of the Board or the President on
one day's notice to each director, either personally or by mail,
telegram or telephone; special meetings shall be called by the
Chairman of the Board or the President in like manner and on like
notice upon the written request of three directors.
Section 13.4. At all meetings of the Board of Directors, a
majority of the directors shall constitute a quorum for the
transaction of business, and the acts of a majority of the
directors present at a meeting in person or by conference
telephone or similar communications equipment at which a quorum
is present in person or by such communications equipment shall be
the acts of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Articles of
Incorporation or by these By-laws. If a quorum shall not be
present in person or by
<PAGE>
communications equipment at any meeting of the directors, the
directors present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or as permitted herein.
Article 14
INFORMAL ACTION BY THE BOARD OF DIRECTORS
Section 14.1. If all the directors shall severally or
collectively consent in writing, including but not limited to
telegrams and radiograms, to any action to be taken by the
Corporation, such action shall be as valid a corporation action
as though it had been authorized at a meeting of the Board of
Directors.
Article 15
COMPENSATION OF DIRECTORS
Section 15.1. Directors, as such, may receive a stated
salary for their services or a fixed sum and expenses for
attendance at regular and special meetings, or any combination of
the foregoing as may be determined from time to time by
resolution of the Board of Directors, and nothing contained
herein shall be construed to preclude any director from serving
the Corporation in any other capacity and receiving compensation
therefor.
Article 16
OFFICERS
Section 16.1. The officers of Corporation shall be elected
by the Board of Directors at its organization meeting and shall
be a President, a Secretary and a Treasurer. At its option, the
Board of Directors may elect a Chairman of the Board. The Board
of Directors may also elect one or more Vice Presidents and such
other officers and appoint such agents as it shall deem
necessary, who shall hold their offices for such terms, have such
authority and perform such duties as may from time to time be
prescribed by the Board of Directors. Any two or more offices
may be held by the same person.
Section 16.2. The compensation of all officers of the
Corporation shall be fixed by the Board of Directors.
Section 16.3. The Board of Directors may remove any officer
or agent elected or appointed, at any time and within the period,
if any, for which such person was elected or employed whenever in
the Board of Directors' judgment it is in the best interests of
the Corporation, and all persons shall be elected and employed
subject to the provisions thereof. If the office of any officer
becomes
<PAGE>
vacant for any reason, the vacancy may be filled by the Board of
Directors.
Article 17
THE CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD
Section 17.1. The Chairman of the Board shall preside at
all meetings of the shareholders and directors. He shall
supervise the carrying out of the policies adopted or approved by
the Board of Directors. He shall have general executive powers,
as well as the specific powers conferred by these By-laws. 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 17.2. The Vice-Chairman of the Board shall preside,
in the absence of the Chairman of the Board, at all meetings of
the shareholders and directors. 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.
Article 18
THE PRESIDENT
Section 18.1. The President shall be the chief executive
officer of the Corporation; shall have general and active
management of the business of the Corporation; shall see that all
orders and resolutions of the Board of Directors are put into
effect subject, however, to the right of the Board of Directors
to delegate any specific powers, except such as may be by the
statute exclusively conferred on the President, to any other
officer or officers of the Corporation shall execute bonds,
mortgages and other contracts requiring a seal under the seal of
the Corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation. In
the absence or incapacity of the Chairman and Vice-Chairman of
the Board, the President shall preside at meetings of the
shareholders and the directors. If there is no Chairman of the
Board, the President shall have and exercise all powers conferred
by these By-laws or otherwise on the Chairman of the Board. The
President may delegate some or all of his responsibilities to a
chief executive officer of the Corporation subject to the
approval of the Board of Directors.
Article 19
THE VICE PRESIDENT
Section 19.1. The Vice President or, if more than one, the
Vice Presidents in the order established by the Board of
Directors
<PAGE>
shall, in the absence or incapacity of the President, exercise
all powers and perform the duties of the President. The Vice
Presidents, respectively, shall also have such other authority
and perform such other duties as may be provided in these By-laws
or as shall be determined by the Board of Directors or the
President. Any Vice President may, in the discretion of the
Board of Directors, be designated as "executive", "senior", or by
departmental or functional classification.
Article 20
THE SECRETARY
Section 20.1. The Secretary shall attend all meetings of
the Board of Directors and of the shareholders and keep accurate
records thereof in one or more minute books kept for that purpose
and shall perform the duties customarily performed by the
secretary of a corporation and such other duties as may be
assigned to him by the Board of Directors or the President.
Article 21
THE TREASURER
Section 21.1. The Treasurer shall have the custody of the
corporate funds and securities; shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Corporation and shall perform such other duties as may be
assigned to him by the Board of Directors or the President. He
shall give bond in such sum and with such surety as the Board of
Directors may from time to time direct.
Article 22
ASSISTANT OFFICERS
Section 22.1. Each assistant officer shall assist in the
performance of the duties of the officer to whom he is assistant
and shall perform such duties in the absence of the officer. He
shall perform such additional duties as the Board of Directors,
the President or the officer to whom he is assistant may from
time to time assign him. Such officers may be given such
functional titles as the Board of Directors shall from time to
time determine.
Article 23
INDEMNIFICATION OF OFFICERS AND EMPLOYEES
Section 23.1. The corporation shall indemnify any officer
and/or employee, or any former officer and/or employee, who was
or is a party to, or is threatened to be made a party to, or who
is
<PAGE>
called to be a witness in connection with, any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that
such person is or was an officer and/or employee 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),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.
Section 23.2. The corporation shall indemnify any officer
and/or employee, who was or is a party to, or is threatened to be
made a party to, or who is called as a witness in connection
with, any threatened, pending or completed action or suit by or
in the right of the Corporation to procure a judgment in its
favor by reason of the fact that such person is or was a
director, officer, and/or employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against amounts paid in settlement and expenses
(including attorneys' fees) actually and reasonable incurred by
him in connection with the defense or settlement of, or serving
as a witness in, such action or suit if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Corporation and except that no
indemnification shall be made in respect of any such claim, issue
or matter as to which such person shall have been adjudged to be
liable for misconduct in the performance of his duty to the
Corporation.
Section 23.3. Except as may be otherwise ordered by a
court, there shall be a presumption that any officer and/or
employee is entitled to indemnification as provided in Sections
23.1 and 23.2 of this Article unless either a majority of the
directors who are
<PAGE>
not involved in such proceedings ("disinterested directors") or,
if there are less than three disinterested directors, then the
holders of one-third of the outstanding shares of the Corporation
determine that the person is not entitled to such presumption by
certifying such determination in writing to the Secretary of the
Corporation. In such event the disinterested director(s) or, in
the event of certification by shareholders, the secretary of the
Corporation shall request of independent counsel, who may be the
outside general counsel of the Corporation, a written opinion as
to whether or not the parties involved are entitled to
indemnification under sections 23.1 and 23.2 of this Article.
Section 23.4. Expenses incurred by an officer and/or
employee in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized in
the manner provided under Section 23.3 of this Article upon
receipt of an undertaking by or on behalf of the officer and/or
employee to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
Corporation.
Section 23.5. The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under any
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity while
serving as an officer and/or employee and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be an officer and/or employee and shall
inure to the benefit of the heirs, executors and administrators
of such a person.
Section 23.6. The Corporation may create a fund of any
nature, which may, but need not be, under the control of a
trustee, or otherwise secure or insure in any manner its
indemnification obligations arising under this Article.
Section 23.7. The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or
was an officer and/or employee of the Corporation, or is or was
serving at the request of the Corporation as an officer and/or
employee of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this Article.
Section 23.8. Indemnification under this Article shall not
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.
<PAGE>
Article 24
INDEMNIFICATION OF DIRECTORS
Section 24.1. A director of this Corporation shall stand in
a fiduciary relation to the Corporation and shall perform his
duties as a director, including his duties as a member of any
committee of the board upon which he may serve, in good faith, in
a manner he reasonable believes to be in the best interests of
the Corporation, and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence
would use under similar circumstances. In performing his duties,
a director shall be entitled to rely in good faith on
information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or
presented by any of the following:
(a) One or more officers or employees of the Corporation
whom the director reasonably believes to be reliable and
competent in the matters presented.
(b) Counsel, public accountants or other persons as to
matters which the director reasonably believes to be within the
professional or expert competence of such person.
(c) A committee of the board upon which he does not serve,
duly designated in accordance with law, as to matters within its
designated authority, which committee the director reasonable
believes to merit confidence.
A director shall not be considered to be acting in good
faith if he has knowledge concerning the matter in question that
would cause his reliance to be unwarranted.
Section 24.2. In discharging the duties of their respective
positions, the board of directors, committees of the board, and
individual directors may, in considering the best interests of
the Corporation, consider the effects of any action upon
employees, upon suppliers and customers of the Corporation and
upon communities in which offices or other establishments of the
Corporation are located, and all other pertinent factors. The
consideration of those factors shall not constitute a violation
of Section 24.1.
Section 24.3. Absent a breach of fiduciary duty, lack of
good faith or self-dealing, actions taken as a director or any
failure to take any action shall be presumed to be in the best
interests of the Corporation.
Section 24.4. A director of this Corporation shall not be
personally liable for monetary damages as such for any action
taken or for any failure to take any action, unless:
<PAGE>
(a) the director has breached or failed to perform the
duties of his office under the provisions of Section 24.1 and
24.2, and
(b) the breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.
Section 24.5. The provisions of Section 24.4. shall not
apply to:
(a) the responsibility or liability of a director pursuant
to a criminal statute, or
(b) the liability of a director for the payment of taxes
pursuant to local, state or federal law.
Section 24.6. The Corporation shall indemnify any director,
or any former director who was or is a party to, or is threatened
to be made a party to, or who is called to be a witness in
connection with, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a
director 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),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.
Section 24.7. The Corporation shall indemnify any director
who was or is a party to, or is threatened to be made a party to,
or who is called as a witness in connection with, any threatened,
pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer and/or
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against amounts paid in
settlement and expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of, or serving as a witness in, such action or suit if
he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best
<PAGE>
interests of the Corporation and except that no indemnification
shall be made in respect of any such claim, issue or matter as to
which such person shall have been adjudged to be liable for
misconduct in the performance of his duty to the Corporation.
Section 24.8. Except as may be otherwise ordered by a
court, there shall be a presumption that any director is entitled
to indemnification as provided in Sections 24.6 and 24.7 of this
Article unless either a majority of the directors who are not
involved in such proceedings ("disinterested directors"), or, if
there are less than three disinterested directors, then the
holders of one-third of the outstanding shares of the Corporation
determine that the person is not entitled to such presumption by
certifying such determination in writing to the Secretary of the
Corporation. In such event the disinterested director(s) or, in
the event of certification by shareholders, the Secretary of the
Corporation shall request of independent counsel, who may be the
outside general counsel of the Corporation, a written opinion as
to whether or not the parties involved are entitled to
indemnification under Sections 24.6 and 24.7 of this Article.
Section 24.9. Expenses incurred by a director in defending
a civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action,
suit or proceeding as authorized in the manner provided under
Section 24.8 of this Article upon receipt of an undertaking by or
on behalf of the director, officer and/or employee to repay such
amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in
this Article.
Section 24.10. The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under any
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity while
serving as a director and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director and shall inure to the benefit of the
heirs, executors and administrators or such a person.
Section 24.11. The Corporation may create a fund of any
nature, which may, but need not be, under the control of a
trustee, or otherwise secure or insure in any manner its
indemnification obligations arising under this article.
Section 24.12. The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or
was a director 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 any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this Article.
Section 24.13. Indemnification under this Article shall not
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.
Article 25
SHARE CERTIFICATES
Section 25.1. The share certificates of the Corporation
shall be numbered and registered in a share register as they are
issued; shall bear the name of the registered holder, the number
and class of shares represented thereby, the par value of each
share or a statement that such shares are without par value, as
the case may be; shall be signed by the President or a Vice
President and the Secretary or the Treasurer or any other person
properly authorized by the Board of Directors, and shall bear the
corporate seal, which seal may be a facsimile engraved or
printed. Where the certificate is signed by a transfer agent or
a registrar, the signature of any corporate officer on such
certificate may be a facsimile engraved or printed. In case any
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 by the Corporation with
the same effect as if the officer had not ceased to be such at
the date of its issue.
Article 26
TRANSFER OF SHARES
Section 26.1. Upon surrender to the Corporation of a share
certificate duly endorsed by the person named in the certificate
or by attorney duly appointed in writing and accompanied where
necessary by proper evidence of succession, assignment or
authority
<PAGE>
to transfer, a new certificate shall be issued to the person
entitled thereto and the old certificate cancelled and the
transfer recorded upon the share register of the Corporation. No
transfer shall be made if it would be inconsistent with the
provisions of Article 8 of the Pennsylvania Uniform Commercial
Code.
Article 27
LOST CERTIFICATES
Section 27.1. Where a shareholder of the Corporation
alleges the loss, theft or destruction of one or more
certificates for shares of the Corporation and requests the
issuance of a substitute certificate therefor, the Board of
Directors may direct a new certificate of the same tenor and for
the same number of shares to be issued to such person upon such
person's making of an affidavit in form satisfactory to the Board
of Directors setting forth the facts in connection therewith,
provided that prior to the receipt of such request the
Corporation shall not have either registered a transfer of such
certificate or received notice that such certificate has been
acquired by a bona fide purchaser. When authorizing such issue
of a new certificate the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate,
or his heirs or legal representatives, as the case may be, to
advertise the same in such manner as it shall require and/or give
the Corporation a bond in such form and with surety or sureties,
with fixed or open penalty, as shall be satisfactory to the Board
of Directors, as indemnity for any liability or expense which it
may incur by reason of the original certificate outstanding.
Article 28
DIVIDENDS
Section 28.1. The Board of Directors may, from time to
time, at any duly convened regular or special meeting or by
unanimous consent in writing, declare and pay dividends upon the
outstanding shares of capital stock of the Corporation in cash,
property or shares of the Corporation, as long as any dividend
shall not be in violation of law or the Articles of
Incorporation.
Section 28.2. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board of Directors from time to
time, in their absolute discretion, think proper as a reserve
fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for
such other purposes as the Board of Directors shall believe to be
for the best interests of the Corporation, and the Board of
Directors may reduce or abolish any reserve in the manner in
which it was created.
<PAGE>
Article 29
FINANCIAL REPORT TO SHAREHOLDERS
Section 29.1. The President and the Board of Directors
shall present at each annual meeting of the shareholders a full
and complete statement of the business and affairs of the
corporation for the preceding year.
Article 30
INSTRUMENTS
Section 30.1. All checks or demands for money and notes of
the Corporation shall be signed by such officer of officers or
such other person or persons as the President or the Board of
Directors may from time to time designate.
Section 30.2. All agreements, indentures, mortgages, deeds,
conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions,
schedules, accounts, affidavits, bonds, undertakings, proxies and
other instruments and documents may be signed, executed,
acknowledged, verified, delivered or accepted, including those in
connection with the fiduciary powers of the Corporation, on
behalf of the Corporation by the President or other persons as
may be designated by him.
Article 31
FISCAL YEAR
Section 31.1. The fiscal year of the Corporation shall be
the calendar year.
Article 32
SEAL
Section 32.1. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization
and the words "Corporate Seal, Pennsylvania". Said seal may be
used by causing it or a facsimile thereof to be impressed or
affixed in any manner reproduced.
Article 33
NOTICES AND WAIVERS THEREOF
Section 33.1. Whenever, under the provisions of applicable
<PAGE>
law or of the Articles of Incorporation or of these By-laws,
written notice is required to be given to any person, it may be
given to such person either personally or by sending a copy
thereof through the mail or by telegram, charges prepaid, to his
address appearing on the books of the Corporation or supplied by
him to the Corporation for the purpose of notice. If the notice
is sent by mail or 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. Such notice 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 33.2. Any written notice required to be given to
any person may be waived in writing signed by the person entitled
to such notice whether before or after the time stated therein.
Attendance of any person entitled to notice whether in person or
by proxy, at any meeting shall constitute a waiver of notice of
such meeting, except where any 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. Where
written notice is required of any meeting, the waiver thereof
must specify the purpose only if it is for a special meeting of
shareholders.
Article 34
AMENDMENTS
Section 34.1. These By-laws may be altered, amended or
repealed by the affirmative vote of the holders of seventy-five
percent (75%) of the outstanding shares of Common Stock at any
regular or special meeting duly convened after notice to the
shareholders of that purpose, or by a majority vote of the
members of the Board of Directors at any regular or special
meeting thereof duly convened after notice to the directors of
that purpose, subject always to the power of the shareholders to
change such action of the Board of Directors by the affirmative
vote of the holders of seventy-five percent (75%) of the
outstanding shares of Common Stock.
Article 35
OPT OUT AND NONAPPLICABILITY OF SUBCHAPTER G
AND SUBCHAPTER H OF CHAPTER 25 OF THE BUSINESS
CORPORATION LAW OF 1988, AS ADDED AND AMENDED BY
ACT 36 OF 1990
Section 35.1. Opt Out and Nonapplicability of Subchapter G.
This Corporation specifically opts out and shall not be governed
by Subchapter G, Control-share Acquisitions, of Chapter 25 of the
Business Corporation Law of 1988, as added and amended by Act 36
of 1990. Subchapter G, Control-share Acquisitions, of Chapter 25
of the Business Corporation Law of 1988, as added and amended by
Act 36 of 1990, shall not be applicable to the Corporation.
Section 35.2. Opt Out and Nonapplicability of Subchapter H.
This Corporation specifically opts out and shall not be governed
by Subchapter H, Disgorgement by Certain Controlling Shareholders
Following Attempts to Acquire Control, of Chapter 25 of the
Business Corporation Law of 1988, as added and amended by Act 36
of 1990. Subchapter H, Disgorgement by Certain Controlling
Shareholders Following Attempts to Acquire Control, of Chapter 25
of the Business Corporation Law of 1988, as added and amended by
Act 36 of 1990, shall not be applicable to the Corporation.
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