SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
___________________
Sovereign Bancorp, Inc.
(Exact name of registrant as specified in its charter
Pennsylvania 23-2453088
(State of incorporation or (I.R.S. Employer Identification No.)
organization)
1130 Berkshire Boulevard
Wyomissing, Pennsylvania 19610
(610) 320-8400
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange on which
be so registered. each class is to be registered
None. N/A
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Cumulative Convertible Preferred Stock, Series B
(Title of class)<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The description of the Registrant's Cumulative Convertible
Preferred Stock, Series B, is incorporated herein by reference to
"DESCRIPTION OF PREFERRED STOCK" set forth in the Registrant's
Preliminary Prospectus Supplement (the "Prospectus Supplement")
dated April 28, 1995 and filed with the Commission on April 28,
1995 pursuant to Commission Rule 424(b)(5), which Prospectus
Supplement forms a part of the Registrant's Registration
Statement on Form S-3 (File No. 33-75472) filed with the
Commission on February 18, 1994.
Item 2. Exhibits.
1.1 Form of Preferred Stock Certificate.
2.1 Articles of Incorporation, as amended, of
Sovereign Bancorp, Inc., incorporated herein by
reference to Exhibit 3.1 of Sovereign's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1993.
2.2 Certificate of Designation re: Cumulative
Convertible Preferred Stock, Series B.
2.3 Bylaws, as amended, of Sovereign Bancorp, Inc.<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly authorized this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
SOVEREIGN BANCORP, INC.
(Registrant)
Date: May 9, 1995 By /s/Richard A. Elko
Richard A. Elko,
Controller<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
1.1 Form of Preferred Stock Certificate.
2.1 Articles of Incorporation, as amended,
of Sovereign Bancorp, Inc., incorporated
herein by reference to Exhibit 3.1 of
Sovereign's Annual Report on Form 10-K
for the fiscal year ended December 31,
1993.
2.2 Certificate of Designation re: Cumulative
Convertible Preferred Stock, Series B.
2.3 Bylaws, as amended, of Sovereign
Bancorp, Inc.
EXHIBIT 1.1
NUMBER ______ [FACE OF CERTIFICATE] SHARES_______
Sovereign
Bancorp, Inc.
ORGANIZED UNDER THE SEE REVERSE
LAWS OF THE COMMONWEALTH FOR CERTAIN
OF PENNSYLVANIA DEFINITIONS
Cumulative Convertible Preferred Stock, Series B
CUSIP 845905 20 7
This Certifies that [name of holder] is the registered
holder of FULLY PAID AND NON-ASSESSABLE SHARES OF
CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES B, WITHOUT PAR
VALUE, OF Sovereign Bancorp, Inc. transferable only on the books
of the Corporation by the holder hereof, in person or by an
attorney, upon surrender of the certificate properly endorsed.
This certificate is not valid unless countersigned by the
Transfer Agent and registered by the Registrar.
IN WITNESS WHEREOF, the Corporation has caused this
certificate to be executed by its fully authorized officers and
has caused its seal to be affixed hereto at Wyomissing,
Pennsylvania.
Date: /s/Richard E. Mohn
CHAIRMAN
/s/Lawrence M. Thompson /s/Jay S. Sidhu
SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST
COMPANY
[Corporate Seal] (New York, New York)
___________________________________
TRANSFER AGENT AND REGISTRAR
By
Authorized Signature<PAGE>
[Reverse Side of Certificate]
Sovereign
Bancorp, Inc.
The Corporation will furnish to any stockholder, upon
request and without charge, a full or summary statement of the
designations, preferences, limitations and relative rights of the
shares of each class authorized to be issued, the variations to
the relative rights and preferences between shares of each source
of preferred or special class of shares so far as the same have
been fixed and determined, and the authority of the Board of
Directors of the Corporation to fix and determine the relative
rights and preferences of subsequent series of such preferred or
special classes.
NOTICE OF ELECTION TO CONVERT
(CONVERTIBLE INTO COMMON STOCK)
____________________________________________ shares FOR
of Cumulative Convertible Preferred Stock, CONVERSION
Series B represented by the within certificate into USE
shares of Common Stock of Sovereign Bancorp, Inc. in ONLY
accordance with the provisions of the Articles of
Incorporation, as amended, of the Corporation.
Dated____________________ _______________________
Signature
The following abbreviations, when used in the inscription of
the face of the Certificate, shall be constituted as though they
were written out in full according to applicable laws or
regulations;
TEN COM - as tenants in common
TEN ENT - as tenants by the entities
JT ENT - as joint tenants with right
of survivorship and not as
tenants in common
UNIF GIFT MIN ACT: ________________Custodian________________
(Cust) (Minor)
under Uniform Gifts to Minors
Act___________________________________________
(State)
Additional abbreviations may also be used though not in the
above list.
For Value Received, ____________________ hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
_________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND
ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE
_________________________________________________________________
_________________________________________________________________
___________________________________________________________shares
of the common stock represented by the within Certificate, and
do(es) hereby irrevocably constitute and appoint_________________
_________________________________________________attorney-in-fact
to transfer the said stock on the books of the within-named
Corporation with full power of substitute in the premises
Dated:_________________
________________________________________
Notice: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER
Signature Guaranteed
_____________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO S.E.C. RULE
17Ad-15.
EXHIBIT 2.2
TERMS OF
____% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES B
OF
SOVEREIGN BANCORP, INC.
RESOLVED that, pursuant to the authority vested in the
Board of Directors of the Corporation by the Articles of
Incorporation, the Board of Directors does hereby provide for the
issue of a series of Preferred Stock, without par value, of the
Corporation, to be designated "Series B ___% Cumulative
Convertible Preferred Stock" (hereinafter referred to as the
"Series B Preferred Stock" or "this Series"), initially
consisting of [1,725,000] shares, and to the extent that the
designations, powers, preferences and relative and other special
rights and the qualifications, limitations and restrictions of
the Series B Preferred Stock are not stated and expressed in the
Articles of Incorporation, does hereby fix and herein state and
express such designations, powers, preferences and relative and
other special rights and the qualifications, limitations and
restrictions thereof, as follows (all terms used herein which are
defined in the Articles of Incorporation shall be deemed to have
the meanings provided therein):
1. Designation and Amount. The designation of the
series of Preferred Stock created by this resolution shall be
"____% Cumulative Convertible Preferred Stock, Series B" and the
number of shares constituting such Series is [One Million Seven
Hundred Twenty-Five Thousand (1,725,000)]. Such number of shares
may be increased or decreased by resolution of the Board of
Directors; provided, that no decrease shall reduce the number of
shares of Series B Preferred Stock to a number less than the
number of shares then outstanding.
2. Dividends.
(a) The holders of record of Series B Preferred
Stock shall be entitled to receive, as and if declared by the
Board of Directors of the Corporation, out of any funds legally
available for the purpose, cumulative cash dividends on each
share of Series B Preferred Stock in the amount of ______% per
annum (calculated as a percentage of the liquidation preference
applicable to the Series B Preferred Stock as provided herein).
Dividends shall accrue from the date of original issuance and
shall be payable, as and if declared by the Board of Directors,
on February 15, May 15, August 15, and November 15 of each year,
commencing August 15, 1995. Each such dividend shall be paid to
the holders of record of shares of Series B Preferred Stock as
they appear on the stock register of the Corporation on the
applicable record date, which shall be a date not more than
30 days nor less than 10 days preceding the dividend payment
date, as shall be fixed by the Board of Directors of the
Corporation.
(b) If there shall be outstanding shares of any
other series of Preferred Stock ranking on a parity as to
dividends with the Series B Preferred Stock, the Corporation, in
making any dividend payment on account of arrears on the Series B
Preferred Stock or such other series of Preferred Stock, shall
make payments ratably upon all outstanding shares of Series B
Preferred Stock and such other series of Preferred Stock in
proportion to the respective amounts of dividends in arrears upon
all such outstanding shares of Series B Preferred Stock and such
other series of Preferred Stock to the date of such dividend
payment.
(c) No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or
payments which may be in arrears.
(d) Dividends payable on the Series B Preferred
Stock for any period less than a full quarterly dividend period,
and for any portion of the initial dividend period occurring
prior to August 15, 1995, shall be computed on the basis of a
360-day year of four 90-day quarters and the actual number of
days elapsed in the period for which payable.
3. Redemption.
(a) The Corporation, at its option, may redeem
shares of the Series B Preferred Stock, in whole or in part, at
any time or from time to time, at a redemption price as set forth
below, plus accrued and unpaid dividends thereon to the date
fixed for redemption:
If Redeemed During the Twelve Months Redemption
Beginning May 15, Price
1998 . . . . . . . . . . . . . . . . . . . . . . . . $
1999 . . . . . . . . . . . . . . . . . . . . . . . .
2000 . . . . . . . . . . . . . . . . . . . . . . . .
2001 . . . . . . . . . . . . . . . . . . . . . . . .
2002 . . . . . . . . . . . . . . . . . . . . . . . .
2003 . . . . . . . . . . . . . . . . . . . . . . . .
2004 . . . . . . . . . . . . . . . . . . . . . . . .
2005 and thereafter. . . . . . . . . . . . . . . . . 50
Notwithstanding the foregoing, no shares of Series B Preferred
Stock shall be redeemed hereunder prior to May 15, 1998.
If the Corporation shall redeem shares of Series B
Preferred Stock pursuant to this subparagraph (a), notice of such
redemption shall be mailed by first class mail, postage prepaid,
not less than 30 nor more than 60 days prior to the redemption
date, to each holder of record of the shares to be redeemed, at
such holder's address as the same appears on the stock register
of the Corporation. Each such notice shall state: (a) the
redemption date; (b) the number of shares of Series B Preferred
Stock to be redeemed and, if less than all the shares held by
such holder are to be redeemed, the number of such shares to be
redeemed from such holder; (c) the redemption price; (d) the
place or places where certificates for such shares are to be
surrendered for payment of the redemption price; and (e) that
dividends on the shares to be redeemed will cease to accrue on
such redemption date. Notice having been mailed as aforesaid,
from and after the redemption date (unless default shall be made
by the Corporation in providing money for the payment of the
redemption price) dividends on the shares of the Series B
Preferred Stock so called for redemption shall cease to accrue,
and said shares shall no longer be deemed to be outstanding, and
all rights of the holders thereof as shareholders of the
Corporation (except the right to receive from the Corporation the
redemption price) shall cease. Upon surrender in accordance with
said notice of the certificates for any shares so redeemed
(properly endorsed or assigned for transfer, if the Board of
Directors of the Corporation shall so require and the notice
shall so state), such shares shall be redeemed by the Corporation
at the redemption price aforesaid. If less than all the
outstanding shares of Series B Preferred Stock are to be
redeemed, shares to be redeemed shall be selected by the
Corporation from outstanding shares of Series B Preferred Stock
are to be redeemed, shares to be redeemed shall be selected by
the Corporation from outstanding shares of Series B Preferred
Stock not previously called for redemption by lot or pro rata (as
nearly as may be) in any method determined by the Corporation in
its sole discretion to be equitable.
(b) In no event shall the Corporation redeem or
purchase any shares of Series B Preferred Stock pursuant to this
Section 4 unless full cumulative dividends shall have been paid
or declared and set apart for payment upon all outstanding shares
of Series B Preferred Stock, or any other series of Preferred
Stock then outstanding ranking on a parity with or prior to the
Series B Preferred Stock as to dividends, for all past dividend
periods, and unless all matured obligations of the Corporation
with respect to all sinking funds, retirement funds or purchase
funds for all series of Preferred Stock then outstanding have
been met.
(c) All shares of Series B Preferred Stock
redeemed by the Corporation shall be restored to the status of
authorized but unissued shares of Preferred Stock, without
designation as to series, and may thereafter be reissued by the
Corporation as shares of one or more series of Preferred Stock
other than Series B Preferred Stock.
4. Conversion Rights.
(a) The holder of any share or shares of Series B
Preferred Stock shall have the right, at any time, to convert any
shares of Series B Preferred Stock (except any share of Series B
Preferred Stock which shall have been called for redemption
pursuant to the provisions hereof, the conversion right with
respect thereto shall terminate on the close of business of the
date fixed for redemption) into fully paid and non-assessable
shares of the Common Stock of the Corporation, at a conversion
rate of __________ shares of Common Stock for each share of
Series B Preferred Stock, subject to adjustment as hereinafter
provided. The conversion right herein granted shall be exercised
by the surrender of a certificate or certificates for Series B
Preferred Stock to be so converted at the office of any transfer
agent for the Series B Preferred Stock, at any time during its
usual business hours, together with written notice that the
holder elects to convert the same, or a stated number of shares
thereof, which notice shall state the name or names (with
addresses) in which the certificate or certificates of Common
Stock shall be issued. Every such notice of election to convert
shall constitute a contract between the holder of such Series B
Preferred Stock and the Corporation, whereby such holder shall be
deemed to subscribe for the amount of Common Stock which he will
be entitled to receive upon such conversion and, in payment and
satisfaction of such subscription (and any cash adjustment to
which he may be entitled), to surrender such Series B Preferred
Stock and to release the Corporation from all obligation on the
shares to be converted and whereby the Corporation shall be
deemed to agree that the surrender of such shares and the
extinguishment of obligation thereon shall constitute full
payment for the Common Stock so subscribed for and to be issued
upon such conversion.
(b) As promptly as practicable after the
conversion of any Series B Preferred Stock and the payment in
cash of any amount required by paragraph (h) of this Section 4,
the Corporation shall deliver or cause to be delivered to or upon
the written order of the holder of such Series B Preferred Stock
certificates representing the number of shares of Common Stock
issuable upon such conversion, issued in such name or names as
such holder shall have directed, together with cash in respect of
any fractional interest in a share of Common Stock issuable upon
such conversion and, if only a part of such Series B Preferred
Stock is converted, a certificate or certificates for the
unconverted shares of Series B Preferred Stock. Such conversion
shall be deemed to have been made at the close of business on the
day of surrender of the Series B Preferred Stock for conversion,
and the rights of the holder of such stock as a Series B
Preferred Shareholder, in respect of the stock surrendered for
conversion, shall cease at such time and the person or persons in
whose name or names the certificates for such shares are to be
issued shall be treated for all purposes as having become the
record holder or holders of Common Stock at such time and such
conversion shall be at the conversion rate in effect at such
time; provided, however, that no such surrender on any date when
the stock transfer books of the Corporation shall be closed shall
be effective to constitute the person or persons entitled to
receive the shares of Common Stock upon such conversion as the
record holder or holders of such shares on such date, but such
surrender shall be effective to constitute the person or persons
entitled to receive such shares of Common Stock as the record
holder or holders thereof for all purposes at the opening of
business on the next succeeding day on which such stock transfer
books are open and such conversion shall be at the conversion
rate in effect at the opening of business on such next succeeding
day.
If the last day for the exercise of the conversion is a
legal holiday in the city in which the transfer agent to which
shares are presented for conversion is located, then such
conversion right may be exercised (at the conversion rate in
effect on such last day) upon the next succeeding day not in such
city a legal holiday.
(c) No payment or adjustment shall be made upon
any conversion in respect of dividends accrued and unpaid on the
Series B Preferred Stock to the date of conversion or in respect
of any dividends on the Common Stock issued upon such conversion.
(d) The conversion rate shall be subject to
adjustment from time to time as follows:
(i) In case the Corporation shall at any
time (A) pay a dividend or make a distribution on shares of
its Common Stock in shares of its capital stock (whether
shares of Common Stock or of capital stock of any other
class), (B) subdivide or reclassify its outstanding shares
of Common Stock into a greater number of securities
(including shares of Common Stock), or (c) combine or
reclassify its outstanding shares of Common Stock into a
smaller number of shares (including shares of Common Stock),
the conversion rate in effect immediately prior thereto
shall be adjusted so that the holder of record of any shares
of Series B Preferred Stock thereafter surrendered for
conversion shall be entitled to receive the number of shares
of the Corporation which he would have owned or have been
entitled to receive after the happening of any of the event
described above had such shares of Series B Preferred Stock
been converted immediately prior to the happening of such
event. An adjustment made pursuant to this subparagraph (i)
shall become effective immediately after the record date in
the case of a dividend and shall become effective
immediately after the effective date in the case of a
subdivision or combination; provided, however, that in the
event no record date is specified for any dividend, such
adjustment shall become effective on the payment date for
such dividend. If, as a result of an adjustment made
pursuant to this subparagraph (i), the holder of any
Series B Preferred Stock thereafter converted shall become
entitled to receive shares of two or more classes of capital
stock of the Corporation, the Board of Directors of the
Corporation (whose determination shall be conclusive) shall
determine the allocation of the adjusted conversion rate
between or among shares of such classes of capital stock.
In the event that any time, as a result of an adjustment
made to this subparagraph (i), the holder of any Series B
Preferred Stock thereafter converted shall become entitled
to receive any shares or other securities of the Corporation
other than shares of Common Stock, thereafter the number of
such other shares so received upon conversion of any
Series B Preferred Stock shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent
as practicable to the provisions with respect to the shares
of Common Stock contained in this paragraph 4(d), and other
provisions of this Section 4 with respect to the shares of
Common Stock shall apply on like term to any such other
shares or other securities.
(ii) In case the Corporation shall fix a
record date for the issuance of rights or warrants to all
holders of its Common Stock (or securities convertible into
Common Stock) entitling them (for a period expiring within
45 days after such record date) to subscribe for or purchase
Common Stock at a price per share (or a conversion price per
share) less than the current market price per share of
Common Stock (as defined in subparagraph (iv) below) at such
record date, the conversion rate in effect immediately prior
thereto shall be adjusted so that the same shall equal the
rate determined by multiplying the conversion rate in effect
immediately prior to such record date by a fraction of which
the numerator shall be the number of shares of Common Stock
outstanding on such record date plus the number of
additional shares of Common Stock offered for subscription
or purchase (or into which the convertible securities so
offered are initially convertible), and of which the
denominator shall be the number of shares of Common Stock
outstanding on such record date plus the number of shares
which the aggregate offering price of the total number of
shares so offered (or the aggregate initial conversion price
of the convertible securities so offered) would purchase at
such current market price. Such adjustment shall be made
successively whenever such a record date is fixed, and
become effective immediately after such record date;
provided, however, that, in the event no record date is
fixed, such adjustment shall be made successively and shall
become effective on the distribution date. In determining
whether any rights or warrants entitle the holders to
subscribe for or purchase shares of Common Stock at less
than such current market price, and in determining the
aggregate offering price of such shares, there shall be
taken into account any consideration received by the
Corporation for such rights or warrants, the value of such
consideration, if other than cash, to be determined by the
Board of Directors of the Corporation. Common stock owned
by or held for the account of the Corporation or any
majority owned subsidiary shall not be deemed outstanding
for the purpose of any adjustment required under this
subparagraph (ii).
(iii) In case the Corporation shall fix a
record date for making a distribution to all holders of its
Common Stock evidences of its indebtedness or assets
(excluding regular quarterly or other periodic or recurring
cash dividends or distributions and cash dividends or
distributions paid from retained earnings or referred to in
subparagraph (i) above) or rights or warrants to subscribe
or purchase (excluding those referred to in
subparagraph (ii) above), then in each such case the
conversion rate shall be adjusted so that the same shall
equal the rate determined by multiplying the conversion rate
in effect immediately prior to such record date by a
fraction of which the numerator shall be the current market
price (as defined in subparagraph (iv) below) per share of
the Common Stock on such record date, and the denominator of
which shall be such current market price per share of Common
Stock, less the then fair market value (as determined in
good faith by the Board of Directors, whose determination
shall be conclusive) of the portion of the assets or
evidences of indebtedness so distributed or of such rights
or warrants applicable to one share of Common Stock. Such
adjustment shall be made successively whenever such a record
date is fixed and shall become effective immediately after
such record date. Notwithstanding the foregoing, in the
event that the Corporation shall distribute any rights or
warrants to acquire capital stock ("Rights") pursuant to
this subparagraph (iii), the distribution of separate
certificates representing such Rights subsequent to their
initial distribution (whether or not such distribution shall
have occurred prior to the date of the issuance of such
Series B Preferred Stock) shall be deemed to be the
distribution of such Rights for purposes of this
subparagraph (iii); provided that the Corporation may, in
lieu of making any adjustment pursuant to this
subparagraph (iii) upon a distribution of separate
certificates representing such Rights, make proper provision
so that each holder of such Series B Preferred Stock who
converts such Series B Preferred Stock (or any portion
thereof) (A) before the record date for such distribution of
separate certificates shall be entitled to receive upon such
conversion shares of Common Stock issued with Rights and
(B) after such record date and prior to the expiration,
redemption or termination of such Rights shall be entitled
to receive upon such conversion, in addition to the shares
of Common Stock issuable upon such conversion, the same
number of such Rights as would a holder of the number of
shares of Common Stock that such Series B Preferred Stock so
converted would have entitled the holder thereof to purchase
in accordance with the terms and provisions of and
applicable to the Rights if such Series B Preferred Stock
were converted immediately prior to the record date for such
distribution; provided, however, that, in the event no
record date is fixed, such adjustment shall be made
successively and shall become effective on the distribution
date. Common stock owned by or held for the account of the
Corporation or any majority owned subsidiary shall not be
deemed outstanding for the purpose of any adjustment
required under this subparagraph (iii).
(iv) For the purpose of any computation
under subparagraph (ii) and (iii) above, the current market
price per share of Common Stock at any date shall be deemed
to be the average of the daily closing prices for the thirty
consecutive business days commencing forty-five business
days before the day in question. The closing price for any
day shall be (A) if the Common Stock is listed or admitted
for trading on any national securities exchange, the last
sale price (regular way), or the average of the closing bid
and ask prices, if no sale occurred, of Common Stock on the
principal securities exchange on which the Common Stock is
listed, (B) if not listed as described in (A) but if quoted
on the Nasdaq Stock Market (formerly the National Market
System of the National Association of Securities Dealers,
Inc. Automated Quotation System) the last sale price, or the
average of the closing bid and ask prices, if no sale
occurred, of Common Stock on the Nasdaq Stock Market, (C) if
not quoted as described in clause (B), the mean between the
closing high bid and low asked quotations of Common Stock on
the National Association of Securities Dealers, Inc.
Automated Quotation System, or any similar system or
automated dissemination of quotations of securities prices
then in common use, if so quoted, or (D) if not quoted as
described in clauses (B) or (C), the mean between the high
bid and low asked quotations for Common Stock as reported by
the National Quotation Bureau Incorporated if at least two
securities dealers have inserted both bid and asked
quotations for common stock on at least 5 of the
10 preceding days. If none of the conditions set forth
above is met, the closing price of Common Stock on any day
or the average of such closing prices for any period shall
be the fair market value of Common Stock as determined by a
member firm of the New York Stock Exchange, Inc. selected by
the Corporation.
(v) (A) Nothing contained herein shall be
construed to require an adjustment in the conversion
rate as a result of the issuance of Common Stock
pursuant to, or the granting or exercise of any rights
under, the Corporation's Dividend Reinvestment and
Stock Purchase Plan, the Corporation's Employee Stock
Purchase Plan, the Corporation's Stock Option Plan or
any successor or similar plans providing for the
purchase of shares of Common Stock by the Corporation's
shareholders or employees at a price not less than 90%
of the "average market price" during the "pricing
period" as such terms, or equivalent terms, are defined
in, and as calculated pursuant to, such plans from time
to time.
(B) In addition, no adjustment in the
conversion rate shall be required unless such
adjustment would require an increase or decrease of at
least 1% in such rate; provided, however, that any
adjustments which by reason of this subparagraph (v)(B)
are not required to be made shall be carried forward
and taken into account in any subsequent adjustment;
further provided, however, that any adjustments which
by reason of this subparagraph (v)(B) are not otherwise
required to be made shall be made no later than 3 years
after the date on which occurs an event that requires
an adjustment to be made or carried forward.
(C) All calculations under this
Section 4 shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be.
Anything in this Section 4 to the contrary
notwithstanding, the Corporation shall be entitled to
make such increases in the conversion rate, in addition
to those required by this paragraph (d), as it in its
discretion shall determine to be advisable in order
that any stock dividends, subdivision of shares,
distribution of rights to purchase stock or securities,
or distribution of securities convertible into or
exchangeable for stock hereafter made by the
Corporation to its shareholders shall not be taxable.
(vi) In any case in which this paragraph (d)
provides that an adjustment shall become effective after a
record date for an event, the Corporation may defer until
the occurrence of such event (A) delivering to the holder of
any Series B Preferred Stock converted after such record
date and before the occurrence of such event the additional
shares of stock deliverable upon such conversion by reason
of the adjustment required by such event over and above the
Common Stock deliverable upon such conversion before giving
effect to such adjustment and (B) paying to such holder any
amount in cash in lieu of any fraction pursuant to
paragraph (a), provided, however, that the Corporation shall
deliver to such holder a due bill or other appropriate
instrument evidencing such holder's rights to receive such
additional shares, and such cash, upon the occurrence of the
event requiring such adjustment. If such event does not
occur, no adjustments shall be made pursuant to this
paragraph (d).
(e) No fractional shares of stock shall be issued
upon the conversion of any Series B Preferred Stock. If more
than one share of Series B Preferred Stock shall be surrendered
for conversion at one time by the same holder, the number of full
shares of stock which shall be issuable upon conversion thereof
shall be computed on the basis of the aggregate number of shares
of Series B Preferred Stock so surrendered. Instead of any
fractional share of stock which would otherwise be issuable upon
conversion of any Series B Preferred Stock, the Corporation shall
pay a cash adjustment in respect of such fraction in an amount
equal to the same fraction of the closing price per share of
Common Stock on the business day which immediately precedes the
day of conversion. The closing price for such business day shall
be (A) if the Common Stock is listed or admitted for trading on
any national securities exchange, the last sale price (regular
way), or the average of the closing bid and ask prices, if no
sale occurred, of Common Stock on the principal securities
exchange on which the Common Stock is listed, (B) if not listed
as described in (A) but if quoted on the Nasdaq Stock Market
(formerly the National Market System of the National Association
of Securities Dealers, Inc. Automated Quotation System) the last
sale price, or the average of the closing bid and ask prices, if
no sale occurred, of Common Stock on the Nasdaq Stock Market,
(C) if not quoted as described in clause (B), the mean between
the closing high bid and low asked quotations of Common Stock on
the National Association of Securities Dealers, Inc. Automated
Quotation System, or any similar system or automated
dissemination of quotations of securities prices then in common
use, if so quoted, or (D) if not quoted as described in
clauses (B) or (C), the mean between the high bid and low asked
quotations for Common Stock as reported by the National Quotation
Bureau Incorporated if at least two securities dealers have
inserted both bid and asked quotations for common stock on at
least 5 of the 10 preceding days. If none of the conditions set
forth above is met, the closing price of Common Stock on any day
or the average of such closing prices for any period shall be the
fair market value of Common Stock as determined by a member firm
of the New York Stock Exchange, Inc. selected by the Corporation.
(f) In case any of the following shall occur
while any Series B Preferred Stock is outstanding: (i) any
reclassification or change of the outstanding shares of Common
Stock deliverable upon conversion of the Series B Preferred Stock
(other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a
subdivision or combination, but including any change in the
shares of Common Stock into two or more classes or series of
securities); or (ii) any consolidation or merger to which the
Corporation is a party (other than a consolidation or a merger in
which the Corporation is the continuing corporation and which
does not result in any reclassification of, or change other than
a change in par value, or from par value to no par value, or from
no par value to par value, or as a result of a subdivision or
combination in, the outstanding shares of Common Stock issuable
upon conversion of the Series B Preferred Stock); or (iii) any
sale or conveyance to another corporation of the properties and
assets of the Corporation as an entirety or substantially as an
entirety; then the Corporation, or such successor or purchasing
corporation, as the case may be, shall make appropriate provision
in its charter or otherwise so that the holders of the Series B
Preferred Stock then outstanding shall have the right at any time
thereafter to convert such Series B Preferred Stock into the kind
and amount of shares of stock and other securities and property
receivable upon such reclassification, change, consolidation,
merger, sale or conveyance by a holder of the number of shares of
Common Stock issuable upon conversion of such Series B Preferred
Stock immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance. Such provision shall
provide for adjustments which shall be as nearly equivalent as
may be practicable to the adjustments provided for in this
Section 4. The above provisions of this paragraph (f) shall
similarly apply to successive reclassifications, changes,
consolidations, mergers, sales or conveyances.
(g) The Corporation will at all times reserve and
keep available out of its authorized but unissued or treasury
stock, solely for the purpose of issue upon conversion of the
Series B Preferred Stock as provided in this Section 4, such
number of shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding Series B
Preferred Stock.
(h) The issuance of certificates for shares of
Common Stock upon conversion of Series B Preferred Stock shall be
made without charge to the converting shareholder for such
certificates or for any tax in respect of the issuance of such
certificates, and such certificates shall be issued in the name
of, or in such name or names as may be directed by, the holder of
the Series B Preferred Stock converted. However, if any such
certificate is to be issued in a name other than that of the
holder of the converted Series B Preferred Stock, the Corporation
shall not be required to issue or deliver any stock certificate
or certificates unless and until the holder has paid to the
Corporation the amount of any tax which may be payable in respect
of any transfer involved in such issuance or shall establish to
the satisfaction of the Corporation that such tax has been paid.
(i) Whenever the conversion rate then in effect
is adjusted as herein provided, the Corporation shall mail to
each holder of the Series B Preferred Stock at such holder's
address as it shall appear on the books of the Corporation a
statement setting forth the adjusted conversion rate, then and
thereafter effective under the provisions hereof together with
the facts, in reasonable detail, upon which such adjustment is
based.
(j) In case any of the following shall occur
while any Series B Preferred Stock is outstanding: (i) the
Corporation shall declare a dividend (or any other distribution)
on its Common Stock other than in cash out of its current or
retained earnings; or (ii) other than pursuant to the shareholder
or employee plans, or any successor plans, in accordance with
paragraph (d)(v)(A) above, the Corporation shall authorize the
granting to the holders of its Common Stock of rights or warrants
to subscribe for or purchase any shares of capital stock of any
class or of any other rights or warrants; or (iii) any
reclassification or change of the outstanding shares of Common
Stock deliverable upon conversion of the Series B Preferred Stock
(other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a
subdivision or combination, but including any changes in the
shares of Common Stock into two or more classes or series of
securities); or any consolidation or merger to which the
Corporation is a party (other than a consolidation or a merger in
which the Corporation is the continuing corporation and which
does not result in any reclassification of, or change other than
a change in par value, or from par value to no par value, or from
no par value to par value, or as a result of a subdivision or
combination in, the outstanding shares of Common Stock issuable
upon conversion of the Series B Preferred Stock); or (iv) any
sale or conveyance to another corporation of the properties and
assets of the Corporation as an entirety or substantially as an
entirety; or (v) of the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation; then the
Corporation shall mail to each holder of Series B Preferred Stock
at such holder's address as it shall appear on the books of the
Corporation, at least fifteen days prior to the applicable record
date hereinafter specified, a notice stating (x) the record date
for such dividend, distribution or rights, or, if a record is not
to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution or rights
are to be determined, or (y) the date on which such
reclassification, consolidation, merger, dissolution, liquidation
or winding up is expected to become effective, and the date as of
which it is expected that holders of Common Stock of record shall
be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such
reclassification, consolidation, merger, dissolution, liquidation
or winding up. No failure to mail ouch notice nor any defect
therein or in the mailing thereof shall affect the legality or
validity of an any such transaction or any adjustment in the
conversion rate or conversion price required by this Section 4.
5. Voting. (a) Except as hereinafter in this
Section 5 expressly provided or as otherwise required by law, the
Series B Preferred Stock shall have no voting power.
(b) Whenever and as often as dividends payable on
any share or shares of the Preferred Stock of the Corporation at
the time outstanding shall be accumulated and unpaid in an amount
equivalent to or exceeding six quarterly dividends (whether or
not declared and whether or not consecutive), the number of
directors constituting the full Board of Directors shall be
increased by two in the manner prescribed by law and the Articles
of Incorporation and Bylaws of the Corporation and the holders of
record of the Preferred Stock of all series shall thereafter have
the right, voting noncumulatively separately as a single class,
to elect two directors to the Board of Directors. In any
election of directors, the holders of shares of Series B
Preferred Stock shall be entitled to cast one vote per share.
(c) At any time when the right of holders of
Series Stock to elect two additional directors shall have so
vested, the Corporation may, and upon the written request of the
holders of record of not less than 10% of the Series B Preferred
Stock then outstanding (or 10% of all Preferred Stock having the
right to vote for such directors in case holders of shares of
other series of Preferred Stock shall also have the right to
elect directors in such circumstances) shall, call a special
meeting of holders of such Series B Preferred Stock (and other
series of Preferred Stock, if applicable) for the election of
directors. In the case of such a written request, such special
meeting shall be held within 60 days after the delivery of such
request, and, in either case, at the place and upon the notice
provided by law and in the bylaws of the Corporation; except that
the Corporation shall not be required to call such a special
meeting if the request is received less than 120 days before the
date fixed for the next ensuing annual meeting of shareholders of
the Corporation. At all meetings of shareholders at which
holders of Preferred Stock shall be entitled to vote for
directors as a single class, the holders of a majority of the
outstanding shares of each class or series of capital stock of
the Corporation having the right to vote as a single class shall
be necessary to constitute a quorum, whether present in person or
by proxy, for the election by that class or series of its
designated directors. Directors to be elected by shareholders
voting as a class shall be elected by the vote of at least a
plurality of votes cast by such shareholders present in person or
proxy at the meeting.
(d) The two directors elected as provided in this
subsection shall serve until the next annual meeting of
shareholders of the Corporation at which directors of the class
in which such directors are serving are to be elected and until
their respective successors shall be elected and qualified or the
earlier expiration of their terms as provided in this subsection.
No such director may be removed without the vote or consent of
holders of a majority of the shares of Series B Preferred Stock
(or holders of a majority of shares of Preferred Stock having the
right to vote in the election of such director in case holders of
shares of other series of Preferred Stock shall also have the
right to elect such director). In case any vacancy shall occur
among the directors elected by such shareholders voting as a
class, such vacancy may be filled by the remaining director so
elected, or his successor then in office, and the director so
elected to fill such vacancy shall serve for the unexpired term
of the director for which the vacancy is being filled.
(e) Such voting rights of the holders of
Preferred Stock as a single class, once effective, shall continue
only until all arrears in dividends (whether or not declared) on
the Preferred Stock shall have been paid or declared and set
apart for payment at which time the right of the Preferred Stock
to vote as a single class for the election of directors, as
herein set forth, shall terminate.
(f) The consent of the holders of at least two-
thirds of the number of shares of Preferred Stock at the time
outstanding, given in person or by proxy, either in writing or at
a meeting of stockholders at which the holders of the Preferred
Stock shall vote separately as a class without regard to series,
the holders of shares of Series B Preferred Stock being entitled
to cast one vote per share thereon, shall be necessary for
effecting or validating:
(i) any change in the Articles of
Incorporation or By-laws of the Corporation which would
materially and adversely alter or change the preferences,
privileges, rights or powers given to the holders of the
Preferred Stock, provided, that if one or more but not all
series of Preferred Stock at the time outstanding are so
affected, only the consent of the holders of at least two-
thirds of each series so affected, voting separately as a
class, shall be required; or
(ii) the issuance of any shares of any other
class of stock of the Corporation ranking prior to the
Preferred Stock.
The term "ranking prior to the Preferred Stock" shall mean
and include all shares of stock of the Corporation in
respect of which the rights of the holders thereof as to the
payment of dividends or at to distributions in the event of
a voluntary or an involuntary liquidation, dissolution or
winding up of the corporation, are given preference over the
rights of the holders of the Preferred Stock.
6. Liquidation Rights. (a) In the event of any
liquidation, dissolution or winding up of the Corporation,
voluntary or involuntary, the holders of all shares of Series B
Preferred Stock shall be entitled to be paid in full out of the
assets of the Corporation available for distribution to
shareholders, before any distribution of assets shall be made to
the holders of Common Stock or of any other shares of stock of
the Corporation ranking an to such distribution junior to the
Series B Preferred Stock, an amount equal to $50 per share plus
an amount equal to any accrued and unpaid dividends thereon to
the date fixed for payment of such distribution. If, upon any
voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, the amounts payable with respect to the
Series B Preferred Stock and any other shares of stock of the
Corporation ranking as to any such distribution on a parity with
the Series B Preferred Stock are not paid in full, the holders of
the Series B Preferred Stock and of such other shares shall share
ratably in any such distribution of assets of the Corporation in
proportion to the full respective preferential amounts to which
they are entitled. After payment to the holders of the Series B
Preferred Stock of the full preferential amounts provided for in
this Section 6, the holders of the Series B Preferred Stock shall
be entitled to no further participation in any distribution of
assets by the Corporation.
(b) None of the following shall be considered a
liquidation, dissolution or winding up of the Corporation within
the meaning of this section:
(i) a consolidation or merger of the
Corporation with or into any other corporation;
(ii) a merger of any other corporation into
the Corporation;
(iii) a reorganization of the Corporation;
(iv) the purchase or redemption of all or
part of the outstanding shares of any class or classes of
the Corporation;
(v) a sale or transfer of all or any part of
its assets;
(vi) a share exchange to which the
Corporation is a party; or
(vii) a division of the Corporation.
7. Limitation on Dividends on Junior Stock. So long
as any Series B Preferred Stock shall be outstanding, the
Corporation shall not declare any dividends on the Common Stock
of the Corporation or any other stock of the Corporation ranking
as to dividends or distribution of assets junior to the Series B
Preferred Stock (the Common Stock and any such other stock being
herein referred to as "Junior Stock"), or make any payment an
account of, or set apart money for, a sinking or other analogous
fund for the purchase, redemption or other retirement of any
shares of Junior Stock, or make any distribution in respect
thereof, whether in cash or property or in obligations or stock
of the Corporation, other than Junior Stock (such dividends,
payments, setting apart and distributions being herein called
"Junior Stock Payments"), unless all of the conditions set forth
in the following subsections A and B shall exist at the date of
such declaration in the case of any such dividend, or the date of
such setting apart in that case of any such fund, or the date of
such payment or distribution in the case of any other Junior
Stock Payment:
A. Full cumulative dividends shall have been
paid or declared and set apart for payment upon all
outstanding shares of Preferred Stock other than Junior
Stock.
B. The Corporation shall not be in default or in
arrears with respect to any sinking or other analogous fund
or any call for tenders obligation or other agreement for
the purchase, redemption or other retirement of any shares
of Preferred Stock other than Junior Stock.
EXHIBIT 2.3
Amended 1/18/94
and 3/22/95
By-Laws
OF
SOVEREIGN BANCORP, INC.
ARTICLE ONE
OFFICES
1.01 Registered Office. The registered office of the
Company is located at 1130 Berkshire Boulevard, Wyomissing,
Pennsylvania 19610, which is also the principal office for the
transaction of the business of the Company.
1.02 Other Offices. The Company may also have offices at
such other places within or without the Commonwealth of
Pennsylvania as the Board of Directors may from time to time
designate or the business of the Company may require.
ARTICLE TWO
SEAL
2.01 Seal. The corporate seal shall have inscribed
thereon the name of the Company, the year of its incorporation
and the words "Corporate Seal, Pennsylvania," and shall be in the
form imprinted immediately following this Section 2.01.
ARTICLE THREE
SHAREHOLDERS' MEETINGS
3.01 Place of Meeting. Meetings of shareholders shall be
held at any place within or without the Commonwealth of
Pennsylvania as shall be fixed from time to time by the Board of
Directors. In the absence of such designation, shareholders'
meetings shall be held at the registered office of the Company.
3.02 Annual Meeting. The annual meeting of shareholders
shall be held, commencing with the year 1988, on such day each
year as may be fixed from time to time by the Board of Directors,
or, if no day be so fixed, on the third Thursday of April of each
year, provided, however, that if such day falls upon a legal
holiday, then on the next business day thereafter. At such
meetings, Directors shall be elected, reports of the affairs of
the Company shall be considered, and any other business may be
transacted which is within the powers of the shareholders.
3.03 (a) Notice of Meetings. Written notice of all
meetings of shareholders shall be delivered, either personally or
by mail, addressed to the shareholder at his or her address as it
appears on the books of the Company or as supplied by such
shareholder to the Company for the purpose of notice, with the
postage thereon prepaid, by or at the direction of the Chief
Executive Officer, the Secretary or the officer or persons
calling the meeting.
(b) Time of Notice. Notice of any meeting of
shareholders shall be delivered not less than ten (10) days
before the date of the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his or her address as it appears
on the books of the Company or as supplied by such shareholder to
the Company for the purpose of notice, with postage thereon
prepaid.
(c) Contents of Notice. Notice of any meeting of
shareholders shall state the place, day and hour of the meeting.
The notice shall also state the general nature of the business to
be transacted if it is a special meeting.
(d) Notice of Adjourned Meeting. When a
shareholders' meeting is adjourned, it shall not be necessary to
give any notice of the time and place of the adjourned meeting or
of the business to be transacted thereat other than by
announcement at the meeting at which the adjournment is taken.
3.04 (a) Calling of Special Meetings. Upon request in
writing to the Chief Executive Officer, Vice President or
Secretary, sent by registered mail or delivered to the officer in
person, by any persons entitled to call a special meeting of
shareholders, the Secretary of the Company shall fix as the date
of the meeting a date not less than sixty (60) days after the
receipt of the request, and cause notice to be delivered to the
shareholders entitled to vote thereat in accordance with
Section 3.03 of these By-laws. Nothing contained in this section
shall be construed as limiting, fixing, or affecting the time or
date when a meeting of shareholders called by action of the Board
of Directors may be held.
(b) Persons Entitled to Call Special Meetings.
Special meetings of the shareholders may be called at any time by
any of the following: (1) the Board of Directors at a duly
called and held meeting of the Board of Directors or upon the
unanimous written consent of the members of the Board of
Directors; or (2) the Chairman of the Board or the Chief
Executive Officer, but only upon receiving written direction of
at least a majority of directors then in office.
(c) Business of Special Meeting. Business
transacted at all special meetings shall be confined to the
objects stated in the notice and matters germane thereto, unless
all shareholders entitled to vote are present and shall have
otherwise consented.
3.05 (a) Quorum of Shareholders. The presence, in
person or by proxy, of shareholders entitled to cast at least a
majority of the votes which all of shareholders are entitled to
cast (after giving effect to any "excess shares" provision
contained in the Articles of Incorporation of the Company), shall
constitute a quorum at the meeting of shareholders. If a quorum
is present, the affirmative vote of a majority of all votes
represented at the meeting shall be the act of the shareholders,
unless the vote of a greater number or the voting by classes is
required by the Pennsylvania Business Corporation Law, the
Articles of Incorporation of the Company or these By-Laws.
(b) Adjournment for Lack or Loss of Quorum. In the
absence of a quorum or upon the withdrawal of enough shareholders
to leave less than a quorum, any meeting of shareholders may be
adjourned from time to time by the affirmative vote of a majority
of all votes entitled to be cast at the meeting, but no other
business may be transacted. Meetings at which directors are to
be elected shall be adjourned only from day to day or for such
longer periods not exceeding fifteen (15) days each and those
shareholders who attend the second of such adjourned meetings,
although less than a quorum, shall nevertheless constitute a
quorum for the purpose of electing directors.
3.06 (a) Closing Transfer Books. For the purpose of
determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors
may provide, or may authorize any officer to provide, that the
share transfer books shall be closed for a stated period not to
exceed fifty (50) days, in which case written or printed notice
thereof shall be mailed at least ten (10) days before the
beginning of such period to each shareholder of record at the
address appearing on the books of the Company or supplied by him
to the Company for the purpose of notice.
(b) Record Date. In lieu of closing the share
transfer books, the Board of Directors may fix in advance, or may
authorize any officer to fix, a date as the record date for any
such determination of shareholders, such date in any case to be
not more than ninety (90) days prior to the date on which the
particular action requiring such determination of shareholders is
to be taken.
(c) Other Determination of Shareholders. If the
share transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders, or shareholders entitled to
receive payment of a dividend, the date fifteen (15) days after
the date on which the resolution of the Board of Directors
declaring such dividend is adopted shall be the record date for
such determination of shareholders.
(d) Adjourned Meetings. When any determination of
shareholders entitled to vote at any meeting of shareholders has
been made as provided in this Article, such determination shall
apply to any adjournment thereof.
3.07 Inspection of Corporate Records. Every shareholder,
upon written demand under oath stating the purpose thereof, shall
have the right to examine, in person or by agent or attorney,
during the usual hours for business for any proper purpose, the
share register, books or records of account, and records of the
proceedings of the shareholders and directors, and make copies or
extracts therefrom. A proper purpose shall mean a purpose
reasonably related to such person's interest as a shareholder.
In every instance where an attorney or other agent shall be the
person who seeks the right of inspection, the demand under oath
shall be accompanied by a power of attorney or other writing
which authorizes the attorney or other agent to so act on behalf
of the shareholder. In all cases, the demand under oath shall be
directed to the Company at its registered office in the
Commonwealth of Pennsylvania or at its principal place of
business.
3.08 Voting List. The officer or agent having charge of
the transfer book for shares of the Company shall make, at least
ten (10) days before each meeting of shareholders, a complete
list of the shareholders entitled to vote at such a meeting,
arranged in alphabetical order, with the address of and the
number of shares held by each, which list, for a period of ten
(10) days prior to such meeting, shall be kept on file at the
registered office of the Company and shall be subject to
inspection by any shareholder at any time during usual business
hours. Such list shall also 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. The original share ledger or transfer book, or a
duplicate thereof kept in the Commonwealth of Pennsylvania, shall
be prima facie evidence as to who are the shareholders entitled
to examine such list or share or transfer book or to vote at any
meeting of shareholders.
3.09 Voting of Shares. Except as otherwise provided in
the Articles of Incorporation of the Company, each outstanding
share, regardless of class, shall be entitled to one vote on each
matter submitted to a vote at a meeting of shareholders.
3.10 (a) Nominations for Directors. Nominations for the
election of Directors may be made by the Board of Directors or by
any shareholder entitled to vote for the election of directors.
Nominations made by the 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 Company not less than ninety
(90) days nor more than one hundred and twenty (120) days prior
to any meeting of shareholders called for election of directors;
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 Company not later than the close of the seventh day following
the day on which notice was mailed to shareholders. Notice of
nominations which are proposed by the Board of Directors shall be
given by the Chairman of the Board or any other appropriate
officer. Each notice shall set forth (i) the name, age, business
address and, if known, residence address of each nominee proposed
in such notice, (ii) the principal occupation or employment of
each nominee, and (iii) the number of shares of capital stock of
the Company which are beneficially owned by each such nominee and
the earliest date of acquisition of any of such stock. The
Chairman of a meeting of shareholders may, if the facts warrant,
determine and declare to the meeting that a nomination was not
made in accordance with the foregoing procedure, and if he should
so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.
(b) Agenda for Annual Meeting. Matters to be
placed on the agenda for consideration at annual meetings of
shareholders may be proposed 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 Company not less than ninety
(90) days nor more than one hundred and fifty (150) 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 Company 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 by the Chairman
of the Board or any other appropriate officer. Each notice given
by a shareholder shall set forth a brief description of the
business desired to be brought before the annual meeting. The
Chairman of the meeting of shareholders 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 he should so
determine, he shall so declare to the meeting and the matter
shall be disregarded.
3.11 Voting by Ballot. Voting by shareholders in
elections for Directors shall be by ballot. No shares shall be
voted at any meeting upon which any installment is due and
unpaid.
3.12 Proxies. Every shareholder entitled to vote at a
meeting of shareholders may authorize another person or persons
to act for him by proxy. Every proxy shall be executed in
writing by the shareholder, or by his duly authorized attorney in
fact, and filed with the Secretary of the Company. A proxy,
unless coupled with an interest, shall be revocable at will,
notwithstanding any agreement or any provision to the contrary,
but the revocation of a proxy shall not be effective until notice
thereof shall have been given to the Secretary of the Company.
No unrevoked proxy shall be valid after eleven (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 on after three years from the date of
its execution. A proxy shall not be revoked by the death or
incapacity of the maker unless before the vote is counted or the
authority is exercised, written notice of such death or
incapacity is given to the Secretary of the Company. A
shareholder shall not sell his vote or execute a proxy to any
person for any sum of money or any other thing of value. A proxy
coupled with an interest shall include an unrevoked proxy in
favor of a creditor of a shareholder and such proxy shall be
valid so long as the debt owed by the shareholder to the creditor
remains unpaid.
3.13 Waiver of Notice. Whenever any notice whatever is
required to be given to a shareholder under the provisions of the
Pennsylvania Business Corporation Law or under the provisions of
the Articles of Incorporation or By-laws of the Company, a waiver
thereof in writing signed by the shareholder entitled to such
notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice; however, in the
case of special meetings, the business to be transacted and the
purpose of the meeting shall be stated in the waiver of notice.
3.14 (a) Appointment of Judges of Election. 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 not be 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 (1) or three (3) in number. If appointed at a meeting on
the request of one (1) or more shareholders or proxies, the
majority of all votes entitled to be cast shall determine whether
one (1) or three (3) judges are to be appointed. No person who
is a candidate for Director shall act as a judge. In case 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 the convening of the meeting, or
at the meeting by the person acting as chairman.
(b) Duties of Judges. The judges of election shall
determine the number of shares outstanding and the voting power
and rights 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 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 be three (3) 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.
(c) Report of Judges. On request of the chairman
of the meeting, or of any shareholder or his proxy, the judges
shall be made a report in writing of any challenge or question or
matter determined by them, and execute a certificate of any fact
found by them.
3.15 Conduct of Meetings. Unless the Board of Directors
shall designate another officer or director of the Company to
preside and act as chairman at any regular or special meeting of
shareholders, the Chairman of the Board, or in his absence, the
Chief Executive Officer shall preside and act as chairman at any
regular or special meeting of shareholders. The chairman of the
meeting, consistent with any authority, direction, restriction or
limitation given to him by the Board of Directors, shall have any
and all powers and authority necessary to conduct an orderly
meeting, preserve order and 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 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 Company or in his absence, an Assistant
Secretary, shall act as Secretary of all meetings of the
shareholders. In the absence at such meeting of the Secretary
and Assistant Secretary, the chairman of the meeting may appoint
another person to act as Secretary of the meeting.
3.16 Action Without Meeting. No action required to be
taken or which may be taken at any annual or special meeting of
the shareholders of the Company may be taken without a meeting,
and the power of the shareholders of the Company to consent in
writing to action without a meeting is specifically denied.
ARTICLE FOUR
DIRECTORS
4.01 Directors Defined. "Directors," when used in
relation to any power or duty requiring collective action, means
"Board of Directors."
4.02 Powers. The business and affairs of the Company and
all corporate powers shall be exercised by or under authority of
the Board of Directors, subject to any limitation imposed by the
Pennsylvania Business Corporation Law, the Articles of
Incorporation of the Company, or these By-laws as to action which
requires authorization or approval by the shareholders.
4.03 (a) Number and Classes of Directors. The number of
Directors of the Company shall be not less than six (6) nor more
than twenty-five (25) and the Directors shall be divided into
classes and be elected for such terms of office, as provided in
the Articles of Incorporation of the Company.
(b) Qualifications. Directors need not be
residents of the Commonwealth of Pennsylvania. Unless waived by
a majority of the Directors, a majority of the Directors shall be
persons who are not directors, officers, employees, agents or
holders of record or beneficially of more than 5% of the voting
securities, of any corporation or any other entity which holds of
record or beneficially 66-2/3% or more of the issued and
outstanding shares of any class of capital stock of the Company.
4.04 (a) Vacancies. Vacancies in the Board of Directors
shall exist in the case of the happening of any of the following
events: (i) the death or resignation of any Director; (ii) if at
any annual, regular or special meeting of shareholders at which
any Director is elected, the shareholders fail to elect the full
authorized number of Directors to be voted for at that meeting;
(iii) an increase in the number of Directors (up to a maximum of
twenty-five (25)) by resolution of the Board of Directors;
(iv) the removal of a Director by the affirmative vote of
shareholders of the Company in accordance with the Articles of
Incorporation of the Company; or (v) if the Board of Directors
declares vacant the office of any Director for such just cause as
the Directors may determine or because such Director has not
accepted the office of Director within seventy-five (75) days of
being notified of his election by either responding in writing or
attending any meeting of the Board of Directors.
(b) Filling of Vacancies. Except as provided in
the Articles of Incorporation of the Company, any vacancy
occurring in the Board of Directors shall be filled by a majority
of the remaining members (though less than a quorum of the Board)
and each person so elected shall be a Director of the same class
as his predecessor until his successor is elected by the
shareholders.
4.05 Place of Meetings. All meetings of the Board of
Directors shall be held at the principal office of the Company or
at such place within or without the Commonwealth of Pennsylvania
as may be designated from time to time by a majority of the
Directors, or may be designated in the notice calling the
meeting.
4.06 Regular Meetings. Regular meetings of the Board of
Directors shall be held, without call or notice, immediately
following each annual meeting of the shareholders of the Company,
and at such other times as the Directors may determine.
4.07 (a) Call of Special Meetings. Special meetings of
the Board of Directors of the Company may be called by the Chief
Executive Officer, Chairman of the Board, President or by
one-third of the Directors.
(b) Notice of Special Meetings. Written notice of
the time, place, and purpose of special meetings of the Board of
Directors shall be delivered personally to each Director, or sent
to each Director by mail or by other form of written
communication, at least five (5) days before the meeting.
4.08 Validation of Meetings Defectively Called or Noticed.
The transactions of any meeting of the Board of Directors,
however called and noticed or wherever held, are as valid as
though taken at a meeting duly held after regular call and
notice, if a quorum is present and if, either before or after the
meeting, each of the Directors not present signs a waiver of
notice. All such waivers shall be filed with corporate records
or made a part of the minutes of the meeting. Attendance of a
Director at any meeting shall constitute a waiver of notice of
such a meeting except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
4.09 Quorum. A majority of the number of Directors in
office constitutes a quorum of the Board for the transaction of
business.
4.D
Majority Action. Every action or decision done or
made by a majority of the Directors present at any meeting duly
held at which a quorum is present is the act of the Board of
Directors; provided, however, that, except as provided in
Section 6.04 of these Bylaws, on or after January 18, 1994 and
prior to April 21, 1994 no items of business shall be deemed to
have been duly approved or adopted by the Board of Directors
unless such item or action shall have been affirmatively approved
or adopted by at least five members of the Board of Directors.
Each Director who is present at a meeting will be conclusively
presumed to have assented to the action taken at such meeting
unless his dissent to the action is entered in the minutes of the
meeting, or, where he is absent from the meeting, his written
objection to such action is promptly filed with the Secretary of
the Company upon learning of the action. Such right to dissent
shall not apply to a Director who voted in favor of such action.
4.11 Action by Consent of Board Without Meeting. Any
action required by the Pennsylvania Business Corporation Law to
be taken at a meeting of the Board of Directors, or any other
action which may be taken at a meeting of the Board of Directors
or the executive or other committee thereof, may be taken without
a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the Directors entitled to vote
with respect to the subject matter thereof, or by all the members
of such committee, as the case may be, and filed with the
Secretary of the Company.
4.12 (a) Adjournment. In the absence of a quorum a
majority of the Directors present may adjourn from time to time
until the time fixed for the next regular meeting of the Board.
(b) Notice of Adjourned Meeting. Notice of the
time and place of holding an adjourned meeting, whether the
meeting be a regular meeting or special meeting, need not be
given to absent Directors if the time and place are fixed at the
meeting adjourned.
4.13 Conduct of Meetings. At every meeting of the Board
of Directors, the Chairman of the Board, the Chief Executive
Officer, or in their absence, an officer of the Company
designated by one of them, or in the absence of such designation,
a chairman chosen by a majority of the Directors present, shall
preside. The Secretary of the Company shall act as Secretary of
the Board of Directors. In case the Secretary shall be absent
from any meeting, the chairman of the meeting may appoint any
person to act as secretary of the meeting.
4.14 Participation at Meeting. One or more Directors may
participate in a meeting by means of a conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other.
4.15 Compensation. The Board of Directors, by the
affirmative vote of a majority of the Directors then in office,
and irrespective of any personal interest of any of its members,
shall have authority to establish reasonable compensation of all
Directors for services to the Company as Directors, officers, or
otherwise.
ARTICLE FIVE
COMMITTEES
5.01 Authorization. The Board of Directors, by resolution
adopted by a majority of the whole Board, may create an Executive
Committee, an Audit Committee, a Nominating Committee, a
Compensation Committee, and such other permanent or temporary
committees as the Board deems necessary for the proper conduct of
the business of the Company. Each committee shall consist of at
least three (3) Directors and shall have and may exercise such
powers as shall be conferred or authorized by resolution of the
Board and which are not inconsistent with these By-laws. The
creation of any committee and the delegation thereto of authority
shall not operate to relieve the Board of Directors of any
responsibility imposed on it by law.
5.02 Appointment of Committees. The Chief Executive
Officer shall submit to the Board of Directors, at its first
meeting after the annual meeting of the shareholders, his or her
recommendations for the members of and chairman of each
committee. The Board shall then appoint, in accordance with such
recommendations or otherwise, the members and a chairman for each
committee. If the appointees accept their appointment, they
shall serve for one (1) year or until their successors are
appointed. The Board of Directors shall have the power to fill
any vacancies occurring on any committee and to remove and
replace a member of any committee. Unless otherwise provided, a
Director may be a member of more than one (1) committee. The
Chairman of the Board of Directors of the Company and the Chief
Executive Officer of the Company shall be appointed members of
any Executive, Nominating, Compensation or any other standing
committee created by the Board, except the Audit Committee.
5.03 Conduct of Committees. A majority of the membership
of each committee shall constitute a quorum for the transaction
of business. Each committee shall meet at such times as the
committee may decide or as the Board of Directors may require.
Special meetings of committees may be called at any time by its
chairman, or by the Chairman of the Board or by the Chief
Executive Officer. Except, for its chairman, each committee may
appoint a secretary and such other officers as the committee
members deem necessary. Each committee shall have the power and
authority to obtain from the appropriate officers of the Company
all information necessary for the conduct of the proper business
of the committee. If required by the Board of Directors, minutes
of the proceedings shall be submitted to the Board of Directors
upon its request.
5.04 Executive Committee. If created by resolution
adopted by a majority of the whole Board, the Executive Committee
shall consist of an odd number of members, including its
chairman, and shall meet upon five (5) days' notice. The
Executive Committee shall have and may exercise all the powers of
the Board of Directors in the management of the Company, except
as the Board of Directors may specifically limit by resolution,
or except where action by the entire Board of Directors is
specifically required by law.
5.05 Audit Committee. If created by resolution adopted by
a majority of the whole Board, the Audit Committee shall consist
entirely of outside Directors whose emphasis and background shall
preferably be in the areas of accounting, finance, or law or who
have significant experience with the Company or any of its
subsidiaries. The object of the Audit Committee shall be to give
additional assurance of the integrity of the financial
information distributed to the shareholders and the public at
large. The Audit Committee shall review the internal audit
controls of the Company and shall have the authority to cause and
supervise such examinations and audits to be made by public
accountants of the books and affairs of the Company and
subsidiary companies as it, in its discretion, deems advisable.
The Audit Committee shall also review audit policies, oversee
internal audits, review external audits and review any federal or
state examination reports. Members of management of the Company,
whether or not directors of the Company, may be invited by the
Audit Committee to attend meetings thereof.
5.06 Nominating Committee. If created by resolution
adopted by a majority of the whole Board, the Nominating
Committee shall consist of an odd number of members, including
its chairman, and shall meet at least annually to propose, for
consideration by the whole Board, nominees for election as
directors of the Company.
ARTICLE SIX
OFFICERS
6.01 Number and Titles. The officers of the Company shall
be a Chairman of the Board, a Chief Executive Officer, a
President, a Secretary, and a Treasurer. The Company may also
have, at the discretion of the Board of Directors, one (1) or
more Vice Chairman, one (1) or more Executive Vice Chairman, one
(1) or more Executive Vice Presidents or Vice Presidents, one (1)
or more Assistant Secretaries, one (1) or more Assistant
Treasurers, and such other officers and assistant officers as may
be appointed in accordance with the provisions of Section 6.03 of
this Article. One person may hold two (2) or more offices. No
person shall, however, simultaneously hold the offices of
President and Secretary.
6.02 Election. The Board of Directors shall choose,
annually, either the President or Chairman of the Board to be the
Chief Executive Officer of the Company. The other officers of
the Company, except such officers as may be appointed in
accordance with the provisions of Section 6.03 or Section 6.05 of
this Article, shall be chosen annually by the Board of Directors.
Each officer of the Company shall hold his office until he shall
resign or shall be removed or otherwise disqualified to serve, or
his successor shall be elected and qualified.
6.03 Subordinate Officers. The Chief Executive Officer
may appoint, subject to the power of the Board of Directors to
approve or disapprove such appointment, such other officers or
agents as he may deem necessary, each of whom shall hold office
for such period, have such authority and perform such duties in
the management of the property and affairs of the Company as may
be determined by the Chairman or the President not inconsistent
with these By-laws. The Board of Directors may delegate to any
officer or committee the power to appoint any subordinate
officers, committees or agents to specify their duty and
authority, and to determine their compensation.
6.04 Removal and Resignation. Any officer or agent may be
removed by the Board of Directors whenever in its judgment the
best interests of the Company will be served thereby, provided,
however, that such removal shall be without prejudice to the
contract rights, if any, of the person so removed, and further
provided, however, that, notwithstanding the provisions of
Section 4.10 of these By-laws, for the period from January 18,
1994 until July 17, 1995, the person elected to the offices of
President and Chief Executive Officer on January 18, 1994 may be
removed from such offices only by a vote of at least 77.8% of the
directors then in office, unless the Office of Thrift Supervision
issues a directive requiring removal prior to the end of such
period. Any officer may resign at any time giving written notice
to the Board of Directors, to the President or to the Secretary
of the Company. Any such resignation shall take effect at the
date of the receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
6.05 Vacancies. If the office of the Chairman of the
Board or the Chief Executive Officer becomes vacant by reason of
death, resignation, removal, or otherwise, the Board of Directors
shall elect a successor who shall hold office for the unexpired
term and until his successor is elected. If any other office
becomes vacant by reason of death, resignation, removal or
otherwise, the Chief Executive Officer shall appoint a successor
who shall hold office for the unexpired term and until his
successor is elected or appointed.
6.06 Chairman of the Board. The Chairman of the Board
shall perform the duties of the Chief Executive Officer either
when he has (i) been chosen as Chief Executive Officer by the
Board of Directors or (ii) when the appointed Chief Executive
Officer is legally incapable or physically unable to perform the
duties of Chief Executive Officer, and shall perform such duties
until the Board of Directors appoints a temporary or permanent
successor. The Chairman shall, if present, preside at all
meetings of the Board of Directors and exercise and perform such
other powers and duties as may be from time to time assigned to
him by the Board of Directors or prescribed by the By-laws.
6.07 Chief Executive Officer. Subject to such supervisory
powers, if any, as may be given by the Board of Directors to the
Chairman of the Board, the Chief Executive Officer shall, subject
to the control of the Board of Directors, have general
supervision, direction and control of the business and officers
of the Company, and shall have the general powers and duties of
management usually vested in the office of Chief Executive of a
corporation and shall have duties of a corporation, and shall
have such other powers and duties as may be prescribed by the
Board of Directors or the By-laws. Within this authority and in
the course of his duties he shall:
(a) Conduct Meeting. In the absence of the
Chairman of the Board, preside at all meetings of the Board of
Directors.
(b) Execute Instruments. When authorized by the
Board of Directors or required by law, execute in the name of the
Company, deeds, conveyances, notices, leases, checks, drafts,
bills of exchange, warrants, promissory notes, debentures,
contracts, and other papers and instruments in writing, and
unless the Board of Directors shall order otherwise by
resolution, make such contracts as the ordinary conduct of the
Company's business may require.
(c) Hire and Fire Employees. Appoint and remove,
employ and discharge, and prescribe the duties and fix the
compensation of all agents, employees, and clerks of the Company
other than the duly appointed officers, subject to the approval
of the Board of Directors, and control, subject to the direction
of the Board of Directors, all of the officers, agents, and
employees of the Company.
(d) Meetings of Other Corporations. Unless
otherwise directed by the Board of Directors, attend in person,
or by substitute appointed by him, or by proxy executed by him,
and vote on behalf of the Company at all meetings of the
shareholders of any corporation in which the Company holds stock.
6.08 President. The President shall perform the duties of
Chief Executive Officer either when he has been chosen as Chief
Executive Officer or when the Chairman of the Board is absent or
unable to perform the duties of the Chief Executive Officer. The
President shall have such other powers and perform such other
duties from time to time as may be prescribed for him by the
Board of Directors or prescribed by the By-laws.
6.09 Vice Chairman. The Vice Chairman shall have such
powers and perform such duties from time to time as may be
prescribed for him by the Board of Directors or prescribed by the
By-laws.
6.10 Chief Financial Officer. Subject to such supervisory
powers, if any, as may be given by the Board of Directors to the
Chief Executive Officer, the Chief Financial Officer shall,
subject to the control of the Board of Directors have general
supervision, direction and control of the financial affairs of
the Company, and shall have the general powers and duties of
management usually vested in the office of Chief Financial
Officer of a corporation, and shall have such other powers and
duties as may be prescribed by the Board of Directors or the
By-Laws.
6.11 Executive Vice President or Vice President. Except
as otherwise provided in these By-laws with respect to the
performance of the duties of Chief Executive Officer, in the
absence or disability of the President, the Executive Vice
Presidents and Vice Presidents, in order of their rank as fixed
by the Board of Directors, or if not ranked, the Executive Vice
President or Vice President designated by the Board of Directors,
shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to all the
restrictions on, the President. The Executive Vice Presidents
and Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them,
respectively, by the Board of Directors or the By-laws.
6.12 Secretary. The Secretary shall:
(a) Certify By-laws. Certify and keep at the
registered office or principal place of business of the Company
the original or a copy of its By-laws, including all amendments
or alterations to date.
(b) Minutes of Meetings. Keep the place where the
certified By-laws or a copy thereof are kept, a record of the
proceedings of meetings of its Directors, shareholders, Executive
Committee, and other committees, with the time and place of
holding, whether regular or special, and, if special, how
authorized, the notice thereof given, the names of those present
at Directors' meetings, the number of shares present or
represented at shareholders' meetings, and the proceedings
thereof.
(c) Sign or Attest Documents. Sign, certify, or
attest such documents as may be required by law for the business
of the Company.
(d) Notices. See that all notices are duly given
in accordance with the provisions of these By-laws and as
required by law. In case of the absence or disability of the
Secretary or his or her refusal or neglect to act, notice may
given and served by an Assistant Secretary or by the President or
Vice Presidents, or by the Board of Directors.
(e) Custodian of Records and Seals. Be custodian
of the records and of the seal of the Company and see that it is
engraved, lithographed, printed, stamped, impressed upon or
affixed to all certificates for shares prior to their issuance,
and to all documents or instruments the execution of which on
behalf of the Company under its seal is duly authorized in
accordance with the provisions of these By-laws, or which
otherwise attested to or certified to by the Secretary.
(f) Share Register. Keep at the place where the
certified By-laws or a copy thereof are kept, or at the office of
the transfer agent or registrar, a share register or duplicate
share register giving the names of shareholders, their respective
addresses, and the number of classes of shares held by each. The
secretary shall also keep appropriate, complete, and accurate
books or records of account at the Company's registered office or
its principal place of business.
(g) Reports and Statements. See that the books,
reports, statements, certificates and all other documents and
records required by law are properly kept and filed.
(h) Exhibit Records. Exhibit at all reasonable
times to proper persons on such terms as are provided by law on
proper application, the By-laws, the share register, and minutes
of proceedings of the shareholders and Directors of the Company.
(i) Other Duties. In general, perform all duties
incident to the office of Secretary, and such other duties as
from time to time may be assigned to him or her by the Board of
Directors.
(j) Absence of Secretary. In case of the absence
or disability of the Secretary or his or her refusal or neglect
to act, the Assistant Secretary, or if there be none, the
Treasurer, acting as Assistant Secretary may perform all of the
functions of the Secretary. In the absence or inability to act
or refusal or neglect to act of the Secretary, the Assistant
Secretary and Treasurer, any person thereunto authorized by the
Chief Executive Officer or by the Board of Directors may perform
the functions of the Secretary.
6.13 Assistant Secretary. At the request of the Secretary
or in his or her absence or disability, the Assistant Secretary,
designated as set forth in Subparagraph 6.12(j) of these By-laws,
shall perform all the duties of the Secretary, and when so
acting, he or she shall have all the powers of, and be subject to
all restrictions on, the Secretary. The Assistant Secretary
shall perform such other duties as from time to time may be
assigned to him or her by the Board of Directors or the
Secretary.
6.14 Treasurer.
(a) Subject to such supervisory powers, if any, as
may be given by the Board of Directors to the Chief Executive
Officer, the Treasurer shall, subject to the control of the Board
of Directors, have general supervision, direction and control of
the financial affairs of the Company, and shall have the general
powers and duties of management usually vested in the office of
Treasurer of a corporation, and shall have such other powers and
duties as may be prescribed by the Board of Directors or the
By-laws.
(b) The Treasurer and such other Officers as may be
designated by the Board of Directors shall receive, take care of,
and be responsible for all moneys, securities, and evidences of
indebtedness belonging to the Company, deposit the same in the
name of the Company in such depositories as the Board of
Directors shall direct and shall keep a complete record of all
receipts and disbursements of the Company.
(c) The Treasurer shall sign drafts and such other
instruments as may, under these By-laws or by direction of the
Board of Directors, require his official signature, and shall
keep a record thereof.
(d) The Treasurer shall perform such other duties
as may be required by these By-laws or by the Chief Executive
Officer, or by the Board of Directors.
6.15 Assistant Treasurer. At the request of the Treasurer
or in his or her absence or disability, the Assistant Treasurer
shall perform all the duties of the Treasurer, and when so
acting, shall have all the powers of, and be subject to all the
restrictions on, the Treasurer. The Assistant Treasurer shall
perform such duties as from time to time may be assigned to him
or her by the Board of Directors or the Treasurer.
6.16 Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors, and no officer shall
be prevented from receiving such salary by reason of the fact
that he is also a Director of the Company.
ARTICLE SEVEN
ISSUANCE AND TRANSFER OF SHARES
7.01 Classes and Series of Shares. The Company may issue
such shares of stock as are authorized by the Articles of
Incorporation of the Company. Except as provided in the Articles
of Incorporation, all shares of any one class shall have the same
conversion, redemption, and other rights, preferences,
qualifications, limitations, and restrictions, unless the class
is authorized to be divided into series. Except as provided in
the Articles of Incorporation, if a class is divided into series,
all the shares of any one series shall have the same conversion,
redemption and other rights, preferences, qualifications,
limitations and restrictions.
7.02 Certificates for Fully Paid Shares. Neither shares
nor certificates representing such shares may be issued by the
Company until the full amount of the consideration has been paid.
When such consideration has been paid to the Company, the
certificate representing such shares shall be issued to the
shareholder.
7.03 Share Certificates. The share certificates of the
Company shall be numbered and registered in the share register
and transfer books of the Company, as they are issued.
7.04 Consideration for Shares. The consideration for the
issuance of shares may be paid, in whole or in part, in money, in
other property actually received, tangible or intangible, or in
labor done for the Company. Future services shall not constitute
payment, or part-payment, for shares of the Company.
7.05 (a) Contents of Share Certificates. Certificates
for shares shall be of such form and style, printed or otherwise,
as the Board of Directors may designate, and each certificate
shall state all of the following facts:
(i) That the Company is organized under the
laws of the Commonwealth of Pennsylvania.
(ii) The name of the registered holder of the
shares represented by the certificate.
(iii) The number and class of shares and the
designation of the series, if any, which
such certificate represents.
(b) Shares in Classes or Series. If the Company is
authorized to issue shares of more than one class, the
certificate shall set forth, either on the face or back of the
certificate, a full summary or statement of all of the
designations, preferences, limitations, and relative rights of
the shares of each class authorized to be issued and, if the
Company is authorized to issue any preferred or special class in
series the variations in the relative right and preferences
between the shares of each such series, so far as the same have
been fixed and determined, and authority of the Board of
Directors to fix and determine the relative rights and
preferences of subsequent series.
(c) Restriction on Transfer. Any restrictions
imposed by the Company on the sale or other disposition of its
shares and on the transfer thereof must be noted conspicuously on
each certificate representing shares to which the restriction
applies.
(d) Incorporation by Reference. In lieu of setting
forth a full summary or statement of any provisions, other than
restrictions on transfer, on the face or back of the certificate,
such statement may be omitted from the certificate if it shall be
set forth upon the face or back of the certificate that such
statement, in full, will be furnished by the Company to any
shareholder upon request and without charge.
7.06 Signing Certificates -- Facsimile Signatures. All
share certificates shall be signed by such officers as the Board
of Directors may determine from time to time, or, in the absence
of such any determination, by the Chief Executive Officer or a
Vice President and by either the Secretary, Assistant Secretary,
Treasurer or Assistant Treasurer, and shall be sealed with the
corporate seal, or a facsimile of the seal of the Company. If a
certificate is countersigned by a transfer agent or registrar,
any other signatures or countersignatures on the certificate may
be facsimiles. In case any officer of the Company or any officer
or employee of the transfer agent or registrar who has signed or
whose facsimile signature has been placed upon such certificate
ceases to be an officer of the Company, or an officer or employee
of the transfer agent or registrar before such certificate is
issued, the certificate may be issued by the Company with the
same effect as if the officer of the Company, or the officer or
employee of the transfer agent or registrar, had not ceased to be
such at the date of its issue.
7.07 (a) Transfer of Shares. Transfer of shares shall
be made on the books of the Company upon surrender of the
certificates therefor, endorsed by the person named in the
certificate or by his attorney, lawfully constituted in writing.
No transfer shall be made which is inconsistent with law.
(b) Transfer of Lost or Destroyed Shares. Where a
share certificate has been lost, apparently destroyed, or
wrongfully taken and the owner fails to notify the Company of
that fact within a reasonable time after he has notice of it, and
the Company registers a transfer of the share(s) represented by
the certificate before receiving such notification, the owner is
precluded from asserting against the Company any claim for
registering the transfer or any claim to a new certificate.
(c) Replacement of Lost or Destroyed Certificates.
Where the holder of the share certificate claims that the
certificate has been lost, destroyed, or wrongfully taken, the
Company shall issue a new certificate in place of the original
certificate if the owner: (i) so requests before the Company has
notice that the shares have been acquired by a bona fide
purchaser; (ii) files with the Company a sufficient indemnity
bond; and (iii) satisfies any other reasonable requirements
imposed by the Board of Directors.
(d) Transfer After Replacement. If, after the
issue of a new certificate as a replacement for a lost,
destroyed, or wrongfully taken certificate, a bona fide purchaser
of the original certificate presents it for registration of
transfer, the Company must register the transfer unless
registration would result in over-issue. In addition to any
rights on the indemnity bond, the Company may recover the new
certificate from the person to whom it was issued or any person
taking under him except a bona fide purchaser.
7.08 Transfer Agents and Registrars. The Board of
Directors may appoint one (1) or more transfer agents and one (1)
or more registrars, each of which shall be an incorporated bank
or trust company, either domestic or foreign, either independent
or a subsidiary of the Company, which shall be appointed at such
times and places as the requirements of the Company may
necessitate and the Board of Directors may designate.
7.09 Conditions of Transfer. A person in whose name
shares of stock stand on the books of the Company shall be deemed
the owner thereof as regards the Company, provided that whenever
any transfer of shares shall be made for collateral security, and
absolutely, and written notice thereof shall be given to the
Secretary of the Company or its transfer agent, if any, such fact
shall be stated in the entry of the transfer. When a transfer of
shares if requested and there is reasonable doubt as to the right
of the person seeking the transfer, the Company or its transfer
agent, before recording the transfer of the shares on its books
or issuing any certificate therefor, may require from the person
seeking the transfer reasonable proof of his right to the
transfer. If there remains a reasonable doubt of the right to
the transfer, the Company may refuse a transfer unless the person
gives adequate security or a bond of indemnity executed by a
corporate surety or by two (2) individual sureties satisfactory
to the Company as to form, amount and responsibility of sureties.
The bond shall be conditioned to protect the Company, its
officers, transfer agents, and registrars, and any of them
against any loss, damage, expense, or other liability to the
owner of the shares by reason of the recordation of the transfer
or the issuance of a new certificate for shares.
ARTICLE EIGHT
LIMITATION OF DIRECTORS' LIABILITY; INDEMNIFICATION
8.01 Limitation of Liability. To the fullest extent
permitted by the Directors' Liability Act (42 Pa. C.S. 8361
et seq.) and the Business Corporation Law of the Commonwealth of
Pennsylvania, a director of the Company shall not be personally
liable to the Company, its shareholders or others 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, as set forth in the Directors' Liability
Act, and such breach or failure constitutes self-dealing, willful
misconduct or recklessness. The provisions of this Article Eight
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.
8.02 (a) Indemnification. The Company 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 he is or was a Director,
officer, employee or agent of the Company, or is or was serving
at the request of the Company 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, 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.
(b) Advance of Expenses. Expenses (including
attorneys' fees) incurred in defending a civil or criminal
action, suit, or proceeding shall be paid by the Company 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 or she is not entitled to
be indemnified by the Company as authorized in this Article
Eight.
(c) Indemnification not Exclusive. The
indemnification and advancement of expenses provided by this
Article Eight shall not be deemed exclusive of any other right to
which persons seeking 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
administrators of such person.
(d) Insurance, Contracts, Security. The Company
may purchase and maintain insurance on behalf of any person, may
enter into contracts of indemnification with any person, and 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 Eight or otherwise, whether or not the Company
would have the power to indemnify such person against such
liability under the provisions of this Article Eight.
8.03 Effective Date. The limitation of liability provided
in Section 8.01 of this Article Eight and the right to
indemnification provided in Section 8.02 of this Article Eight
shall apply to any action or failure to take any action occurring
on or after January 27, 1987.
8.04 Amendment, Etc. Notwithstanding anything herein
contained to the contrary, this Article Eight may not be amended
or repealed, and a provision inconsistent herewith may not be
adopted, except by the affirmative vote of 66-2/3% of the members
of the entire Board of Directors or by the affirmative vote of
shareholders of the Company entitled to cast at least 80% of the
votes which all shareholders of the Company are then entitled to
cast, except that, if the Pennsylvania Business Corporation Law
or Directors' Liability Act is amended or any other statute is
enacted so as to decrease the exposure of directors to liability
or increase the indemnification rights available to directors,
officers or by others, then this Article Eight and any other
provisions of these By-laws inconsistent with such decreased
exposure or increased indemnification rights shall be amended,
automatically and without any further action on the part of the
shareholders or directors, to reflect such reduced exposure or
increased indemnification rights, unless such legislation
expressly requires otherwise. Any repeal or modification of this
Article Eight by the shareholders of the Company shall be
prospective only, and shall not adversely affect any limitation
on the personal liability of a director of the Company or any
right to indemnification from the Company with respect to any
action or failure to take any action occurring prior to the time
of such repeal or modification.
8.05 Severability. If, for any reason, any provision of
this Article Eight 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 Eight 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 Eight shall, to the full extent consistent with
law, continue in full force and effect.
ARTICLE NINE
SEVERABILITY
9.01 If a final judicial determination is made or an order
is issued by a court or government regulatory agency having
jurisdiction that any provision of these By-Laws is unreasonable
or otherwise unenforceable, such provisions shall not be rendered
void, but shall be deemed amended to apply to the maximum extent
as such court or government regulatory agency may determine or
indicate to be reasonable. If, for any reason, any provision of
these By-laws shall be held invalid, such invalidity shall not
affect any other provision of these By-laws 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 these By-laws shall be held invalid in part, such
invalidity shall in no way affect the remainder of such
provisions, and the remainder of such provisions, together with
all other provisions of these By-laws shall, to the full extent
consistent with law, continue in full force and effect.
ARTICLE TEN
AMENDMENTS
10.01 Except as otherwise specified herein, the authority
to make, amend, alter, change, or repeal these By-Laws is hereby
expressly and solely granted to and vested in the Board of
Directors of the Company, subject always to the power of
shareholders to change such action by the affirmative vote of
shareholders of the Company entitled to cast at least 66-2/3% of
the votes that all shareholders are entitled to cast thereon.
ARTICLE ELEVEN
CONTROL-SHARE ACQUISITIONS AND DISGORGEMENT
11.01 Control-Share Acquisitions. The Control-Share
Acquisitions provisions of the Business Corporation Law of the
Commonwealth of Pennsylvania (25 Pa. C.S. Section 2561 et. seq.), as
enacted by Act 36 of 1990 shall not be applicable to the Company.
11.02 Disgorgement. The Disgorgement By Certain
Controlling Shareholders Following Attempt to Acquire Control
Provisions of the Business Corporation Law of the Commonwealth of
Pennsylvania (25 Pa. C.S. Section 2577 et. seq.), as enacted by Act 36
of 1990 shall not be applicable to the Company.
11.03 Effective Date. The provisions of Section 11.01 of
this Article Eleven and of Section 11.02 of this Article Eleven
are effective as of June 19, 1990.
