SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report - March 25, 1997
UNION NATIONAL FINANCIAL CORPORATION
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 0-19214 23-2415179
- --------------------------- ------------- -----------
State or other jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification
Number)
101 East Main Street, P.O. Box 567
Mount Joy, Pennsylvania 17552-0567
- --------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (717) 653-1441
--------------
N/A
- -----------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 1. Changes in Control of Registrant
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
The Registrant hereby files its Amended Articles of
Incorporation and Amended Bylaws. See
Item 7 and Exhibits 3(i) and 3(ii) below.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
Exhibits:
3(i) Amended Articles of Incorporation of the
Registrant.
3(ii) Amended Bylaws of the Registrant.
Item 8. Change in Fiscal Year.
Not Applicable.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
UNION NATIONAL FINANCIAL CORPORATION
(Registrant)
Dated: March 25, 1997 /s/ William E. Eby
----------------------------------
William E. Eby, President &
Chief Executive Officer
(Principal Executive Officer)
/s/ Clement M. Hoober
---------------------------------
Clement M. Hoober,
Chief Financial Officer
(Principal Financial and
Accounting Officer)
EXHIBIT 3(i)
AMENDED ARTICLES OF INCORPORATION
OF THE REGISTRANT
<PAGE>
DSCB204(Rev.81) PLEASE INDICATE (CHECK ONE) TYPE
CORPORATION:
ARTICLES OF INCORPORATION [X] DOMESTIC BUSINESS CORPORATION
[ ] DOMESTIC BUSINESS CORPORATION
Commonwealth of Pennsylvania A CLOSE CORPORATION - COMPLETE
Department of State- BACK
Corporation Bureau
308 North Office Building [ ] DOMESTIC PROFESSIONAL
Harrisburg, PA 17120 CORPORATION ENTER BOARD LICENSE
NO.
Fee $75.00
- -----------------------------------------------------------------
010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR
UNLESS EXEMPT UNDER 15P.S.2908 8)
Union National Financial Corporation
- -----------------------------------------------------------------
011 ADDRESS OF REGISTRANT OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER
NOT ACCEPTABLE)
101 East Main Street, P.O. Box 567
- -----------------------------------------------------------------
012 CITY 033 COUNTY 013 STATE 064 ZIP CODE
Mount Joy Lancaster Pennsylvania 17552
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050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION
To have unlimited power to engage in and do any lawful act
concerning any or all lawful business for which corporations may
be incorporated under the provisions of the Business Corporation
Law of the Commonwealth of Pennsylvania. The Articles of
Incorporation of Union National Financial Corporation are set
forth in Appendix A hereto.
(Attach 8 1/2 x 11 SHEET IF NECESSARY)
- -----------------------------------------------------------------
The Aggregate Number of Shares, Classes of Shares and Par Value
of Shares Which the Corporation Shall have Authority to Issue:
040 Number and 041 Stated Par 042 Total 031 Term of
Class of Shares Value Per Authorized Existence
Share if Capital
5,000,000 Any
Common Stock $1.00 $5,000,000 Perpetual
- --------------- ------------- --------------- ---------
Name and Address of Each Incorporator, and the Number and Class
of Shares Subscribed to by each Incorporator
061,062
060 Name 063,064 Address Number & Class
(Street, City, of Shares
State, Zip Code)
- -----------------------------------------------------------------
Donald H. Wolgemuth 81 Heintzelman Street 1sh-Common
Manheim, Pennsylvania 17545 Stock
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C. Bernerd Grissinger 204 Park Avenue 1sh-Common
Mount Joy, Pennsylvania 17552 Stock
- -----------------------------------------------------------------
David G. Heisey 1285 West Ridge Road 1sh-Common
Elizabethtown, Pennsylvania Stock
17022
- -----------------------------------------------------------------
John H. Hoffman, Jr. 120 North River Street 1sh-Common
Maytown, Pennsylvania 17550 Stock
- -----------------------------------------------------------------
(ATTACH 8 1/2 x 11 SHEET IF NECESSARY)
- -----------------------------------------------------------------
IN TESTIMONY WHEREOF, THE INCORPORATOR(S) HAS (HAVE) SIGNED AND
SEALED THE ARTICLES OF INCORPORATION THIS 26th DAY OF JUNE
1986.
/s/ Donald H. Wolgemuth /s/ David G. Heisey
- -------------------------- ------------------------
Donald H. Wolgemuth David G. Heisey
/s/ C. Bernerd Grissinger /s/ John H. Hoffman Jr.
- -------------------------- ------------------------
C. Bernerd Grissinger John H. Hoffman Jr.
- -----------------------------------------------------------------
-For Office Use Only-
- -----------------------------------------------------------------
86391895
<PAGE>
86391896
UNION NATIONAL FINANCIAL CORPORATION
ARTICLES OF INCORPORATION
ADDITIONAL ARTICLES
7. No merger, consolidation, liquidation or dissolution of
this corporation nor any action that would result in the sale or
other disposition of all or substantially all of the assets
of this corporation shall be valid unless first approved by
the affirmative vote of the holders of at least eighty
percent (80%) of the outstanding shares of Common Stock of
this corporation. This Article 7 may not be amended unless
first approved by the affirmative vote of the holders of at
least eighty percent (80%) of the outstanding shares of
Common Stock of this corporation.
8. Cumulative voting rights shall not exist with respect to
the election of directors.
9. (a) The Board of Directors may, if it deems it advisable,
oppose a tender or other offer for the corporation's securities,
whether the offer is in cash or in the securities of a
corporation or otherwise. When considering whether to oppose an
offer, the Board of Directors may, but is not legally obligated
to, consider any relevant, germane or pertinent issue; by way of
illustration, but not to be considered any limitation on
the power of the Board of Directors to oppose a tender or
other offer for this corporation's securities, the Board
of Directors may, but shall not be legally obligated to, consider
any or all of the following:
(i) Whether the offer price is acceptable based on the
historical and present operating result or financial
condition of this corporation;
(ii) Whether a more favorable price could be obtained for
this corporation's securities in the future;
(iii) The social and economic effects of the offer or
transaction on this corporation and any of its
subsidiaries, employees, depositors, loan and other
customers, creditors, shareholders and other elements
of the communities in which this corporation and any
of its subsidiaries operate or are located;
(iv) The reputation and business practice of the offeror
and its management and affiliates as they would affect
the shareholders, employees, depositors and customers
of the corporation and its subsidiaries and the future
value of the corporation's stock;
(v) The value of the securities (if any) which the offeror
is offering in exchange for the corporation's
securities, based on an analysis of the worth of the
corporation or other entity whose securities are being
offered.
<PAGE>
86391897
UNION NATIONAL FINANCIAL CORPORATION
(vi) The business and financial conditions and earnings
prospects of the offeror, including, but not limited
to, debt service and other existing or likely
financial obligations of the offeror, and the possible
affect of such conditions upon this corporation and
any of its subsidiaries and the other elements of the
communities in which this corporation and any of its
subsidiaries operate or are located;
(vii) Any antitrust or other legal and regulatory issues
that are raised by the offer.
(b) If the Board of Directors determines that an offer
should be rejected, it may take any lawful action to accomplish
its purpose, including, but not limited to, any or all of the
following: advising shareholders not to accept the offer;
litigation against the offeror; filing complaints with all
governmental and regulatory authorities, acquiring the offeror
CORPORATION's securities; selling or otherwise issuing authorized
but unissued securities or treasury stock or granting options
with respect thereto; acquiring a company to create an antitrust
or other regulatory problem for the offeror; and obtaining a more
favorable offer from another individual or entity.
<PAGE>
Microfilm Number __________ Filed with the Department
Entity Number 920751 of State on Sep 11, 1991
/s/ Robert M. Grant
------------------------
Robert M. Grant
Deputy Secretary of the
Commonwealth
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION
In compliance with the requirements of 15 Pa.C.S. Section
1915 (relating to articles of amendment), the undersigned
business corporation, desiring to amend its Articles, does hereby
certify and state that:
1. The Name of the Corporation is:
Union National Financial Corporation
2. The Address, including street and number, of its
Registered office in this Commonwealth is: (The Department of
State is hereby authorized to correct the following statement to
conform to the records of the Department):
101 East Main Street, Mount Joy, Lancaster County,
Pennsylvania 17552-0567
3. The Statute by or under which the Corporation was
Incorporated is:
Business Corporation Law of 1933, Act of May 5, 1933,
P.L. 364, as amended.
-- -------
4. The Date of its Incorporation is:
June 26, 1986
5. The Manner in which the Amendment was Adopted by the
Corporation is:
The amendment was duly adopted and proposed to the
Shareholders by the Board of Directors of the
Corporation at a Special Meeting of the Board of
Directors of the Corporation duly called and convened
and held on July 18, 1991. The amendment was adopted
by the Shareholders of the Corporation
<PAGE>
pursuant to Section 1914(a) and (b) of the Business
Corporation Law of 1988, as amended, at a Special
Meeting of the Shareholders, duly called and convened
and held pursuant to a Notice of Special Meeting of
Shareholders, Proxy Statement, and Form of Proxy dated
August 12, 1991 and first sent on or about August 12,
1991 by United States Mail, first class postage pre-
paid, to the shareholders of record as of the Record
Date of August 2, 1991. The Special Meeting of Share-
holders was held at 10:00 a.m., prevailing time, on
Tuesday, September 10, 1991 at the Elizabethtown
Office of the Corporation's Bank Subsidiary, The Union
National Mount Joy Bank, 1275 South Market Street,
Elizabethtown, Pennsylvania, 17022. The total number
of shares outstanding was 600,000 with each share
entitled to one vote. The total number of shares
entitled to vote was 600,000. The total number of
shares voted for the amendment was 474,924 and the
total number of shares voted against the amendment was
100 and the total number of shares abstaining from
voting on the matter was 21,736. Thus, the amendment
was approved and adopted by 79.15% of the
Shareholders, which constitutes a majority of the
votes cast by all Shareholders entitled to vote at the
Special Meeting of Shareholders.
6. The Amendment shall be effective upon filing these
Articles of Amendment with the Commonwealth of Pennsylvania,
Department of State.
7. The Amendment adopted by the Corporation, set forth in
full, is as follows:
10. This Corporation specifically opts out and shall
not be governed by Subchapter G, Control-share Acquisitions, and
Subchapter H, Disgorgement by Certain Controlling Shareholders
Following Attempts to Acquire Control, of Chapter 25 of the
Business Corporation Law of 1988, as added and amended by Act 36
of 1990. Subchapter G, Control-share Acquisitions, and
Subchapter H, Disgorgement by Certain Controlling Shareholders
Following Attempts to Acquire Control, of Chapter 25 of the
Business Corporation Law of 1988, as added and amended by Act 36
of 1990, shall not be applicable to the Corporation.
<PAGE>
IN TESTIMONY WHEREOF, the undersigned Corporation has caused
these Articles of Amendment to be signed by a duly authorized
officer thereof and its corporate seal, duly attested by another
such officer, to be hereunto affixed this 10th day of September,
1991.
UNION NATIONAL FINANCIAL CORPORATION
Attest:
/s/Carl R. Hallgren By /s/ William E. Eby
- ------------------- ------------------------------------
Carl R. Hallgren, William E. Eby, President
Secretary
(CORPORATE SEAL)
<PAGE>
Microfilm Number 9331-1487 File with the Department
--------------- of State on April 21, 1993
--------------------------
Entity Number 920751 /s/
------------------- ------------------------
(Secretary of the
Commonwealth)
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION
In compliance with the requirements of 15 Pa.C.S. Section 1915
(relating to Articles of Amendment), the undersigned business
corporation, desiring to amend it Articles, does hereby certify
and state that:
1. The Name of the Corporation is:
Union National Financial Corporation
2. The Address, including street and number, of its
Registered Office in this Commonwealth is: (The
Department of State is hereby authorized to correct the
following statement to conform to the records of the
Department):
101 East Main Street, Mount Joy, Lancaster
County, Pennsylvania 17552-0567
3. The Statute by or under which the Corporation was
Incorporated is:
Business Corporation Law of 1933, Act of May 5,
1933, P.L. 364, as amended.
4. The Date of its Incorporation is:
June 26, 1986.
5. The Manner in which the Amendment was Adopted by the
Corporation is:
The amendment was duly adopted and proposed to
the Shareholders by the Board of Directors of the
Corporation at a Special Meeting of the Board of
Directors of the Corporation duly called,
convened and held on January 30, 1993. The
amendment was adopted by the Shareholders of the
Corporation pursuant to Section 1914(a) and (b) of
the Business Corporation Law of 1988, as amended,
at the 1993 Annual Meeting of the Shareholders of
<PAGE>
9331-1488
the Corporation duly called, convened and held
pursuant to a Notice of Annual Meeting of
Shareholders,Proxy Statement, and Form of Proxy
dated March 22, 1993 and first sent on or about
March 22, 1993 by United States Mail, first class
postage prepaid, to the shareholders of record as
of the Record Date of March 15, 1993. The 1993
Annual Meeting of Shareholders was held at 10:00
a.m., prevailing time, on Tuesday, April 20, 1993 at
The Country Table Restaurant, 740 East Main Street,
Mount Joy, Pennsylvania 17552. The total number of
shares outstanding was 599,190 with each share
entitled to one vote. The total number of shares
entitled to vote was 599,190. The total number of
shares voted for the amendment was 453,954 and the
total number of shares voted against the amendment
was 3,326 and the total number of shares abstaining
from voting on the matter was 19,540. Thus, the
amendment was approved and adopted by 75.76% of the
Shareholders, which constitutes a majority of the
votes cast by all Shareholders entitled to vote at
the 1993 Annual Meeting of Shareholders.
6. The Amendment adopted by the Corporation, set forth in
full, is as follows:
4. The aggregate number of shares which the
Corporation shall have authority to issue is
Ten Million (10,000,000) shares of Common
Stock of the par value of Fifty Cents
($0.50) per share (the "Common Stock")
7. The Amendment shall be Effective upon filing these
Articles of Amendment with the Commonwealth of
Pennsylvania, Department of State.
<PAGE>
9331-1489
IN TESTIMONY WHEREOF, the undersigned Corporation has caused
these Articles of Amendment to be signed by a duly authorized
officer thereof and its corporate seal, duly attested by
another such officer, to be hereunto affixed this 20th day of
April, 1993.
UNION NATIONAL FINANCIAL CORPORATION
Attest:
/s/ Carl R. Hallgren By: /s/ William E. Eby
- -------------------- ----------------------
Carl R. Hallgren William E. Eby
Secretary President
- -------------------- ----------------------
(CORPORATE SEAL)
21308
<PAGE>
Microfilm Number 9535-1638 File with the Department
--------------- of State on May 26, 1995
------------
Entity Number 920751 /s/
------------------- ------------------------
(Secretary of the
Commonwealth)
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION
In compliance with the requirements of 15 Pa.C.S. Section
1915 (relating to Articles of Amendment), the undersigned
business corporation, desiring to amend it Articles, does hereby
certify and state that:
1. The Name of the Corporation is:
Union National Financial Corporation
2. The Address, including street and number, of its
Registered Office in this Commonwealth is: (The
Department of State is hereby authorized to correct the
following statement to conform to the records of the
Department):
101 East Main Street, Mount Joy, Lancaster
County, Pennsylvania 17552-0567
3. The Statute by or under which the Corporation was
Incorporated is:
Business Corporation Law of 1933, Act of May 5,
1933, P.L. 364, as amended.
4. The Date of its Incorporation is:
June 26, 1986.
<PAGE>
9535-1639
5. The Manner in which the Amendment was Adopted by the
Corporation is:
The amendment was duly adopted by the Board of
Directors of the Corporation pursuant to Section
1914 (c)(3)(ii) of the Business Corporation Law
of 1988, as amended, at a meeting of the Board
of Directors duly called, convened, and conducted
on Thursday, April 13, 1995.
6. The Amendment adopted by the Corporation, set forth in
full, is as follows:
4. The aggregate number of shares which the
Corporation shall have authority to issue is
Twenty Million (20,000,000) shares of Common
Stock of the par value of Twenty-Five Cents
($0.25) per share (the "Common Stock").
7. The Amendment shall be Effective at 12:01 a.m.,
prevailing time, on June 1, 1995.
<PAGE>
9535-1640
IN TESTIMONY WHEREOF, the undersigned Corporation has caused
these Articles of Amendment to be signed by a duly authorized
officer thereof and its corporate seal, duly attested by
another such officer, to be hereunto affixed this 13th day of
April, 1995.
UNION NATIONAL FINANCIAL CORPORATION
Attest:
/s/ Carl R. Hallgren By: /s/ William E. Eby
- -------------------- ----------------------
Carl R. Hallgren William E. Eby
Secretary President
(CORPORATE SEAL)
46143
EXHIBIT 3(ii)
AMENDED BY-LAWS
OF THE REGISTRANT
<PAGE>
AMENDED BY-LAWS
OF
UNION NATIONAL FINANCIAL CORPORATION
ARTICLE 1
CORPORATION OFFICE
Section 1.1 The Corporation shall have and continuously
maintain in Pennsylvania a registered office which may, but need
not, be the same as its place of business and at an address to be
designated from time to time by the Board of Directors.
Section 1.2 The Corporation may also have offices at such
other places as the Board of Directors may from time to time
designate or the business of the Corporation may require.
ARTICLE 2
SHAREHOLDERS' MEETING
Section 2.1 All meetings of the shareholders shall be
held at such time and place as may be fixed from time to time by
the Board of Directors.
Section 2.2 The Annual Meeting of the Shareholders shall
be held on the fourth Tuesday in April - in each year if not a
legal holiday, and if a legal holiday, then on the next full
business day, when they shall elect a Board of Directors and
transact such other business as may properly be brought before
the meeting. (Amended January 11, 1996)
Section 2.3 Special meetings of the shareholders may be
called at any time by the Chairman of the Board, the President,
the Executive Vice President, if any, a majority of the Board of
Directors or of its Executive Committee or by shareholders
entitled to cast at least thirty-five percent (35%) of the votes
which all shareholders are entitled to cast at the particular
meeting. If such request is addressed to the Secretary, it shall
be signed by the persons making the same and shall state the
purpose or purposes of the proposed meeting. Upon receipt of any
such request, the person or persons making the request may issue
the call.
Section 2.4 Written notice of all meetings other than
adjourned meetings of shareholders, stating the place, date and
hour, and, in case of special meetings of shareholders, the
purpose thereof, shall be served upon, or mailed, postage
prepaid, or telegraphed, charges prepaid, at least ten days
before such meeting, unless a greater period of notice is
required by statute or by these By-laws, to each shareholder
entitled to vote thereat at such address as appears on the
transfer books of the Company.
<PAGE>
ARTICLE 3
QUORUM OF SHAREHOLDERS
Section 3.1 The presence, in person or by proxy, of
shareholders entitled to cast at least a majority of the votes
which all shareholders are entitled to cast on the particular
matter shall constitute a quorum for purposes of considering such
matter, and unless otherwise provided by statute the acts of such
shareholders at a duly organized meeting shall be the acts of the
shareholders. If, however, any meeting of shareholders cannot be
organized because of lack of a quorum, those present, in person
or by proxy, shall have the power, except as otherwise provided
by statute, to adjourn the meeting to such time and place as they
may determine, without notice other than an announcement at the
meeting, until the requisite number of shareholders for a
quorum shall be present, in person or by proxy, except that in
the case of any meeting called for the election of directors such
meeting may be adjourned only for periods not exceeding 15 days
as the holders of a majority of the shares present, in person or
by proxy, shall direct, and those who attend the second of such
adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing
directors. At any adjourned meeting at which a quorum shall be
present or so represented, any business may be transacted which
might have been transacted at the original meeting if a quorum
had been present. The shareholders present, in person or by
proxy at a duly organized meeting can continue to do business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
ARTICLE 4
VOTING RIGHTS
Section 4.1 Except as may be otherwise provided by
statute or by the Articles of Incorporation, at every
shareholders' meeting, every shareholder entitled to vote thereat
shall have the right to one vote for every share having voting
power standing in his name on the books of the Corporation on the
record date fixed for the meeting. No share shall be voted at
any meeting if an installment is due and unpaid thereon.
Section 4.2 When a quorum is present at any meeting, the
voice vote of any holders of a majority of the stock having
voting power present, in person or by proxy, shall decide any
question brought before such meeting except as provided
differently by statute or by the Articles of Incorporation.
Section 4.3 Upon demand made by a shareholder entitled to
vote at any election for directors before the voting begins, the
election shall be by ballot.
ARTICLE 5
PROXIES
Section 5.1 Every shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent to
corporate action in writing without a meeting may authorize
another person or persons to act for him by
<PAGE>
proxy. Every proxy shall be executed in writing by the
shareholder or his duly authorized attorney in fact and filed
with the Secretary of the Corporation. A proxy, unless coupled
with an interest, shall be revocable at will, notwithstanding any
other agreement or any provision in the proxy to the contrary,
but the revocation of a proxy shall not be effective until
notice thereof has been given to the Secretary of the
Corporation. No unrevoked proxy shall be valid after 11 months
from the date of its execution. A proxy shall not be revoked by
the death or incapacity of the maker, unless before the vote is
counted or the authority is exercised, written notice of such
death or incapacity is given to the Secretary of the Corporation.
ARTICLE 6
RECORD DATE
Section 6.1 The Board of Directors may fix a time, not
more than 45 days prior to the date of any meeting of
shareholders, or the date fixed for the payment of any dividend
or distribution, or the date for the allotment of rights, or the
date when any change or conversion or exchange of shares will be
made or go into effect, as a record date for the determination of
the shareholders entitled to notice of, and to vote at, any such
meeting, or entitled to receive payment of any such dividend or
distribution, or to receive any such conversion or exchange of
shares. In such case, only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to
notice of, or to vote at, such meeting or to receive payment of
such dividend may be, notwithstanding any transfer of any shares
of the books of the Corporation after any record date fixed as
aforesaid. The Board of Directors may close the books of the
corporation against transfers of shares during the whole or any
part of such period, and in such case written or printed notice
thereof shall be mailed at least ten days before closing thereof
to each shareholder of record at the address appearing on the
records of the Corporation or supplied by him to the Corporation
for the purpose of notice. While the stock transfer books of the
Corporation are closed, no transfer of shares shall be made
thereon. If no record date is fixed by the Board of Directors
for the determination of shareholders entitled to receive notice
of, and vote at, a shareholders' meeting, transferees of shares
which are transferred on the books of the Corporation within ten
days next preceding the date of such meeting shall not be
entitled to notice of or to vote at such meeting.
ARTICLE 7
VOTING LISTS
Section 7.1 The officer or agent having charge of the
transfer books for shares of the Corporation shall make, at least
five days before each meeting of shareholders, a complete
alphabetical list of the shareholders entitled to vote at the
meeting, with their addresses and the number of shares held by
each, which list shall be kept on file at the registered office
or principal place of business of the Corporation and shall be
subject to inspection by any shareholder during the entire
meeting. The original transfer books for shares of the
Corporation, or a duplicate thereof kept in this Commonwealth,
shall be prima facie evidence as to who are the shareholders
entitled to exercise the rights of a shareholder.
<PAGE>
ARTICLE 8
JUDGES OF ELECTION
Section 8.1 In advance of any meeting of shareholders,
the Board of Directors may appoint judges of election, who need
not be shareholders, to act at such meeting or any adjournment
thereof. If judges of election are not so appointed, the
Chairman of any such meeting may, and on the request of any
shareholder or his proxy shall make such appointment at the
meeting. The number of judges shall be one or three. If
appointed at a meeting on the request of one or more shareholders
or proxies, the majority of shares present and entitled to vote
shall determine whether one or three judges are to be appointed.
No person who is a candidate for office shall act as a judge.
The judges of election shall do all such acts as may be proper to
conduct the election or vote, and such other duties as may be
prescribed by statute, with fairness to all shareholders, and if
requested by the Chairman of the meeting or any shareholder or
his proxy, shall make a written report of any matter determined
by them and execute a certificate of any fact found by them. If
there are three judges of election, the decision, act or
certificate of a majority shall be the decision, act or
certificate of all.
ARTICLE 9
CONSENT OF SHAREHOLDERS IN LIEU OF MEETING
Section 9.1 Any action required to be taken at a meeting
of the shareholders, or of a class of shareholders, may be taken
without a meeting, if a consent or consents in writing setting
forth the action so taken shall be signed by all of the
shareholders who would be entitled to vote at a meeting for such
purpose and shall be filed with the Secretary of the Corporation.
ARTICLE 10
DIRECTORS
Section 10.1 Any shareholder who intends to nominate or to
cause to have nominated any candidate for election to the Board
of Directors (other than any candidate proposed by the
Corporation's then existing Board of Directors) shall so notify
the Secretary of the Corporation in writing not less than sixty
(60) days prior to the date of any meeting of shareholders called
for the election of directors. Such notification shall contain
the following information to the extent known by the notifying
shareholder.
(a) the name and address of each proposed nominee;
(b) the age of each proposed nominee;
(c) the principal occupation of each proposed nominee;
(d) the number of shares of the Corporation owned by
each proposed nominee;
<PAGE>
(e) the total number of shares that to the knowledge of
the notifying shareholder will be voted for each
proposed nominee;
(f) the name and residence address of the notifying
shareholder; and
(g) the number of shares of the Corporation owned by the
notifying shareholder.
Any nomination for director not made in accordance with this
Section shall be disregarded by the chairman of the meeting, and
votes cast for each such nominee shall be disregarded by the
judges of election. In the event that the same person is
nominated by more than one shareholder, if at least one
nomination for such person complies with this Section, the
nomination shall be honored and all votes cast for such nominee
shall be counted.
Section 10.2 The number of directors that shall constitute
the whole Board of Directors shall be not less than seven nor
more than twenty-five. The Board of Directors shall be
classified into three classes, each class to be elected for a
term of three years. The terms of the respective classes shall
expire in successive years as provided in Section 10.3 hereof.
Within the foregoing limits, the Board of Directors may from time
to time fix the number of directors and their respective
classifications. No person elected or appointed as a director
shall serve in that capacity after reaching the age of seventy
(70) years. At the time, a director is elected or appointed to
the Board of Directors, he or she shall own in his or her own
right shares of the common stock of this Corporation that have a
fair market value in the aggregate of not less than Thirty
Thousand Dollars ($30,000.00). (Amended August 25, 1994)
Section 10.3 At the 1987 annual meeting of shareholders of
the Corporation, the shareholders shall elect nine directors as
follows: three Class A directors to serve until the 1988 annual
meeting of shareholders, three Class B directors to serve until
the 1989 annual meeting of shareholders, and three Class C
directors to serve until the 1990 annual meeting of shareholders.
Each class shall be elected in a separate election. At each
annual meeting of shareholders thereafter, successors to the
class of directors whose term shall then expire shall be elected
to hold office for a term of three years, so that the term of
office of one class of directors shall expire in each year.
Section 10.4 The Board of Directors may declare vacant the
office of a director if he is declared of unsound mind by an
order of court or convicted of felony or for any other proper
cause or if, within thirty days after notice of election, he does
not accept such office either in writing or by attending a
meeting of the Board of Directors.
ARTICLE 11
VACANCIES ON BOARD OF DIRECTORS
Article 11.1 Vacancies on the Board of Directors,
including vacancies resulting from an increase in the number of
directors, shall be filled by a majority of the remaining members
of the Board of Directors, though less than a quorum and each
person so appointed shall be a director until the expiration of
the term of office of the class of directors to which he was
appointed.
<PAGE>
ARTICLE 12
POWERS OF BOARD OF DIRECTORS
Section 12.1 The business and affairs of the Corporation
shall be managed by its Board of Directors, which may exercise
all such powers of the Corporation and do all such lawful acts
and things as are not by statute or by the Articles of
Incorporation or by these By-laws directed or required to be
exercised and done by the shareholders.
Section 12.2 The Board of Directors shall have the power
and authority to appoint an Executive Committee and such other
committees as may be deemed necessary by the Board of Directors
for the efficient operation of the Corporation. The Executive
Committee shall consist of the Chairman of the Board, if any, the
President and not less than two nor more than three other
directors (which other directors shall not be employees of the
Corporation or any of its subsidiaries). The Executive Committee
shall meet at such time as may be fixed by the Board of
Directors, or upon call of the Chairman of the Board or the
President. A majority of members of the Executive Committee
shall constitute a quorum. The Executive Committee shall have
and exercise the authority of the Board of Directors in the
intervals between the meetings of the Board of Directors as far
as may be permitted by law.
ARTICLE 13
MEETINGS OF THE BOARD OF DIRECTORS
Section 13.1 An organization meeting may be held
immediately following the annual shareholders meetings without
the necessity of notice to the directors to constitute a legally
convened meeting, or the directors may meet at such time and
place as may be fixed by either a notice or waiver of notice or
consent signed by all of such directors.
Section 13.2 Regular meetings of the Board of Directors
shall be held not less often then semi-annually at a time and
place determined by the Board of Directors at the preceding
meeting. One or more directors may participate in any meeting of
the Board of Directors, or of any committee thereof, by means of
a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear
one another.
Section 13.3 Special meetings of the Board of Directors
may be called by the Chairman of the Board or the President on
one day's notice to each director, either personally or by mail,
telegram or telephone; special meetings shall be called by the
Chairman of the Board or the President in like manner and on like
notice upon the written request of the three directors.
Section 13.4 At all meetings of the Board of Directors, a
majority of the directors shall constitute a quorum for the
transaction of business, and the acts of a majority of the
directors present at a meeting in person or by conference
telephone or similar communications equipment at which a quorum
is present in person or by such communications equipment shall be
the acts of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Articles of
Incorporation or by these By-laws. If a quorum shall not be
present in person or by communications equipment at any meeting
of the directors, the
<PAGE>
directors present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or as permitted herein.
ARTICLE 14
INFORMAL ACTION BY THE BOARD OF DIRECTORS
Section 14.1 If all the directors shall severally or
collectively consent in writing, including but not limited to
telegrams and radiograms, to any action to be taken by the
Corporation, such action shall be as valid a Corporation action
as though it had been authorized at a meeting of the Board of
Directors.
ARTICLE 15
COMPENSATION OF DIRECTORS
Section 15.1 Directors, as such, may receive a stated
salary for their services or a fixed sum and expenses for
attendance at regular and special meetings, or any combination of
the foregoing as may be determined from time to time by
resolution of the Board of Directors, and nothing contained
herein shall be construed to preclude any director from serving
the Corporation in any other capacity and receiving compensation
therefor.
ARTICLE 16
OFFICERS
Section 16.1 The officers of the Corporation shall be
elected by the Board of Directors at its organization meeting and
shall be a President, a Secretary and a Treasurer. At its
option, the Board of Directors may elect a Chairman of the Board.
The Board of Directors may also elect one or more Vice Chairman
and/or one or more Vice Presidents and such other officers and
appoint such agents as it shall deem necessary, who shall hold
their offices for such terms, have such authority and perform
such duties as may from time to time be prescribed by the Board
of Directors. Any two or more offices may be held by the same
person.
Section 16.2 The compensation of all officers of the
Corporation shall be fixed by the Board of Directors.
Section 16.3 The Board of Directors may remove any officer
or agent elected or appointed, at any time and within the period,
if any, for which such person was elected or employed whenever in
the Board of Directors' judgement it is in the best interests of
the Corporation, and all persons shall be elected and employed
subject to the provisions thereof. If the office of any officer
becomes vacant for any reason, the vacancy may be filled by the
Board of Directors.
<PAGE>
ARTICLE 17
THE CHAIRMAN OF THE BOARD
Section 17.1 The Chairman of the Board shall preside at
all meetings of the shareholders and directors. He shall
supervise the carrying out of the policies adopted or approved by
the Board of Directors. He shall have general executive powers,
as well as the specific powers conferred by these By-laws. He
shall also have and may exercise such further powers and duties
as from time to time may be conferred upon or assigned to him by
the Board of Directors.
ARTICLE 18
THE PRESIDENT
Section 18.1 The President shall be the chief executive
officer of the Corporation; shall have general and active
management of the business of the Corporation; shall see that all
orders and resolutions of the Board of Directors are put into
effect, subject, however, to the right of the Board of Directors
to delegate any specific powers, except such as may be by the
statute exclusively conferred on the President, to any other
officer or officers of the Corporation. The President shall
execute bonds, mortgages and other contracts requiring a seal
under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or
agent of the Corporation. In the absence or incapacity of the
Chairman and Vice Chairman of the Board, the President shall
preside at meetings of the shareholders and the directors. If
there is no Chairman or Vice Chairman of the Board, the President
shall be and exercise all powers conferred by these By-laws or
otherwise on the Chairman of the Board.
ARTICLE 19
THE VICE PRESIDENT
Section 19.1 The Vice President or, if more than one, the
Vice Presidents in the order established by the Board of
Directors shall, in the absence or incapacity of the President,
exercise all powers and perform the duties of the President. The
Vice Presidents, respectively, shall also have such other
authority and perform such other duties as may be provided in
these By-laws or as shall be determined by the Board of Directors
or the President. Any Vice President may, in the discretion of
the Board of Directors, be designated as "executive", "senior",
or by departmental or functional classification.
ARTICLE 20
THE SECRETARY
Section 20.1 The Secretary shall attend all meetings of
the Board of Directors and of the shareholders and keep accurate
records thereof in one or more minute books kept for that purpose
and shall perform the duties customarily performed by the
secretary of a corporation and such other duties as may be
assigned to him by the Board of Directors or the President.
<PAGE>
ARTICLE 21
THE TREASURER
Section 21.1 The Treasurer shall have the custody of the
corporate funds and securities; shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Corporation and shall perform such other duties as may be
assigned to him by the Board of Directors or the President. He
shall give bond in such sum and with such surety as the Board of
Directors may from time to time direct.
ARTICLE 22
ASSISTANT OFFICERS
Section 22.1 Each assistant officer shall assist in the
performance of the duties of the officer to whom he is assistant
and shall perform such duties in the absence of the officer. He
shall perform such additional duties as the Board of Directors,
the President or the officer to whom he is assistant may from
time to time assign him. Such officers may be given such
functional titles as the Board of Directors shall from time to
time determine.
ARTICLE 23
INDEMNIFICATION OF OFFICERS AND EMPLOYEES
Section 23.1 The Corporation shall indemnify any officer
and/or employee or any former officer and/or employee, who was or
is a party to, or is threatened to be made a party to, or who is
called to be a witness in connection with, any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that
such person is or was an officer and/or employee of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith
and in a manner in which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.
Section 23.2 The Corporation shall indemnify any officer
and/or employee, who was or is a party to, or is threatened to be
made a party to, or who is called as a witness in connection
with, any threatened, pending or completed action or suit by or
in the right of the Corporation to procure a judgement in its
favor by reason of the fact that such person is or was a
director, officer, and/or employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against amounts paid in settlement and expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with the
<PAGE>
defense or settlement of, or serving as a witness in, such action
or suit if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
Corporation and except that no indemnification shall be made in
respect of any such claim, issue or matter as to which such
person shall have been adjudged to be liable for misconduct in
the performance of his duty to the Corporation.
Section 23.3 Except as may be otherwise ordered by a
court, there shall be a presumption that any officer and/or
employee is entitled to indemnification as provided in Section
23.1 and 23.2 of this Article unless either a majority of the
directors who are not involved in such proceedings
("disinterested directors") or, if there are less than three
disinterested directors, then the holders of one-third of the
outstanding shares of the Corporation determine that the person
is not entitled to such presumption by certifying such
determination in writing to the Secretary of the Corporation. In
such event, the disinterested director (s) or, in the event of
certification by shareholders, the Secretary of the Corporation
shall request of independent counsel, who may be the outside
general counsel of the Corporation, a written opinion as to
whether or not the parties involved are entitled to
indemnification under Section 23.1 and 23.2 of this Article.
Section 23.4 Expenses incurred by an officer and/or
employee in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized in
the manner provided under Section 23.3 of this Article upon
receipt of an undertaking by or on behalf of the officer and/or
employee to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
Corporation.
Section 23.5 The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under any
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity while
serving as an officer and/or employee and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be an officer and/or employee and shall
inure to the benefit of the heirs, executors and administrators
of such a person.
Section 23.6 The Corporation may create a fund of any
nature, which may, but need not be, under the control of a
trustee, or otherwise secure or insure in any manner its
indemnification obligations arising under this article.
Section 23.7 The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or
was an officer and/or employee of the Corporation, or is or was
serving at the request of the Corporation as an officer and/or
employee of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the
provisions of this Article.
Section 23.8 Indemnification under this Article shall not
be made in any case where the act or failure to act giving rise
to the claim for
<PAGE>
indemnification is determined by a court to have constituted
willful misconduct or recklessness.
ARTICLE 24
INDEMNIFICATION OF DIRECTORS
Section 24.1 A director of this Corporation shall stand in
a fiduciary relation to the Corporation and shall perform his
duties as a director, including his duties as a member of any
committee of the board upon which he may serve, in good faith, in
a manner he reasonably believes to be in the best interests of
the Corporation, and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence
would use under similar circumstances. In performing his duties, a
director shall be entitled to rely in good faith on information,
opinions, reports or statements, including financial statements
and other financial data, in each case prepared or presented by
any of the following:
(a) One or more officers or employees of the Corporation
whom the director reasonably believes to be reliable
and competent in the matters presented.
(b) Counsel, public accountants or other persons as to
matters which the director reasonably believes to be
within the professional or expert competence of such
person.
(c) A committee of the board upon which he does not
serve, duly designated in accordance with law, as to
matters within its designated authority, which
committee the director reasonably believes to merit
confidence.
A director shall not be considered to be acting in good faith if
he has knowledge concerning the matter in question that would
cause his reliance to be unwarranted.
Section 24.2 In discharging the duties of their respective
positions, the board of directors, committees of the board, and
individual directors may, in considering the best interests of
the Corporation, consider the effects of any action upon
employees, upon suppliers and customers of the Corporation and
upon communities in which offices or other establishments of the
Corporation are located, and all other pertinent factors. The
consideration of those factors shall not constitute a violation
of Section 24.1.
<PAGE>
Section 24.3 Absent a breach or fiduciary duty, lack of
good faith or self-dealing, actions taken as a director or any
failure to take any action shall be presumed to be in the best
interests of the Corporation.
Section 24.4 A director of this Corporation shall not be
personally liable for monetary damages as such for any action
taken or for any failure to take any action, unless:
(a) the director has breached or failed to perform the
duties of his office under the provisions of
Section 24.1 and 24.2, and
(b) the breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.
Section 24.5 The provisions of Section 24.4 shall not
apply to:
(a) the responsibility or liability of a director
pursuant to a criminal statute, or
(b) the liability of a director for the payment of
taxes pursuant to local, state or federal law.
Section 24.6 The Corporation shall indemnify any director,
or any former director who was or is a party to, or is threatened
to be made a party to, or who is called to be a witness in
connection with, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a
director of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonable incurred by him in connection with such action, suit,
or proceeding if he acted in good faith and in a manner he
reasonable believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonably cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.
Section 24.7 The Corporation shall indemnify any director
who was or is a party to, or is threatened to be made a party to,
or who is called as a witness in connection with, any threatened,
pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer and/or
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against amounts paid in
settlement and expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of, or serving as a witness in, such action or suit if
he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the Corporation
and except that no indemnification shall
<PAGE>
be made in respect of any such claim, issue or matter as to which
such person shall have been adjudged to be liable for misconduct
in the performance of his duty to the Corporation.
Section 24.8 Except as may be otherwise ordered by a
court, there shall be a presumption that any director is entitled
to indemnification as provided in Section 24.6 and 24.7 of this
Article unless either a majority of the directors who are not
involved in such proceedings ("disinterested directors") or, if
there are less than three disinterested directors, then the
holders of one-third of the outstanding shares of the Corporation
determine that the person is not entitled to such presumption by
certifying such determination in writing to the Secretary of the
Corporation. In such event the disinterested director(s) or, in
the event of certification by shareholders, the Secretary of the
Corporation shall request of independent counsel, who may be the
outside general counsel of the Corporation, a written opinion to
whether or not the parties involved are entitled to
indemnification under Sections 24.6 and 24.7 of this Article.
Section 24.9 Expenses incurred by a director in defending
a civil or criminal action, suit or proceeding may be paid by
the Corporation in advance of the final disposition of such
action, suit or proceeding as authorized in the manner provided
under Section 24.8 of this Article upon receipt of an undertaking
by or on behalf of the director, officer and/or employee to repay
such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in
this Article.
Section 24.10 The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under any
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity while
serving as a director and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section 24.11 The Corporation may create a fund of any
nature, which may, but need not be, under the control of a
trustee, or otherwise secure or insure in any manner its
indemnification obligations arising under this Article.
Section 24.12 The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or
was a director or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trusts or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this Article.
Section 24.13 Indemnification under this Article shall not
be made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
<PAGE>
ARTICLE 25
SHARE CERTIFICATES
Section 25.1 The share certificates of the Corporation
shall be numbered and registered in a share register as they are
issued; shall bear the name of the registered holder, the number
and class of shares represented thereby, the par value of each
share or a statement that such shares are without par value, as
the case may be, shall be signed by the President or a Vice
President and the Secretary or the Treasurer or any other person
properly authorized by the Board of Directors, and shall bear the
corporate seal, which seal may be a facsimile engraved or
printed. Where the certificate is signed by a transfer agent or
a registrar, the signature of any corporate officer of such
certificate may be facsimile engraved or printed. In case any
officer who has signed, or whose facsimile signature has been
placed upon, any share certificate shall have ceased to be such
officer because of death, resignation or otherwise before the
certificate is issued, it may be issued by the Corporation with
the same effect as if the officer had not ceased to be such at
the date of its issue.
ARTICLE 26
TRANSFER OF SHARES
Section 26.1 Upon surrender to the Corporation of a share
certificate duly endorsed by the person named in the certificate
or by attorney duly appointed in writing and accompanied where
necessary by proper evidence of succession, assignment or
authority to transfer, a new certificate shall be issued to the
person entitled thereto and the old certificate canceled and the
transfer recorded upon the share register of the Corporation. No
transfer shall be made if it would be inconsistent with the
provisions of Article 8 of the Pennsylvania Uniform Commercial
Code.
ARTICLE 27
LOST CERTIFICATES
Section 27.1 Where a shareholder of the Corporation
alleges the loss, theft, or destruction of one or more
certificates for shares of the Corporation and requests the
issuance of a substitute certificate therefor, the Board of
Directors may direct a new certificate of the same tenor and for
the same number of shares to be issued to such person upon such
person's making of an affidavit in form satisfactory to the Board
of Directors setting forth the facts in connection therewith,
provided that prior to the receipt of such request the
Corporation shall not have either registered a transfer of such
certificate or received notice that such certificate has been
acquired by a bona fide purchaser. When authorizing such issue
of a new certificate the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate,
or his heirs or legal representatives, as the case may be, to
advertise the same in such manner as it shall require and/or give
the Corporation a bond in such for and with surety or sureties
with fixed or open penalty, as shall be satisfactory to the Board
of Directors, as indemnity for any liability or expense which it
may incur by reason of the original certificate remaining
outstanding.
<PAGE>
ARTICLE 28
DIVIDENDS
Section 28.1 The Board of Directors may, from time to
time, at any duly convened regular or special meeting or by
unanimous consent in writing, declare and pay dividends upon the
outstanding shares of capital stock of the Corporation in cash,
property, or shares of the Corporation, as long as any dividend
shall not be in violation of law of the Articles of
Incorporation.
Section 28.2 Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board of Directors from time to
time, in their absolute discretion, think proper as a reserve
fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for
such other purposes as the Board of Directors shall believe to be
for the best interests of the Corporation, and the Board of
Directors may reduce or abolish any such reserve in the manner in
which it was created.
ARTICLE 29
FINANCIAL REPORT TO SHAREHOLDERS
Section 29.1 The President and the Board of Directors
shall present at each annual meeting of the shareholders, a full
and complete statement of the business and affairs of the
Corporation for the preceding year.
ARTICLE 30
INSTRUMENTS
Section 30.1 All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or
such other persons as the President or the Board of Directors may
from time to time designate.
Section 30.2 All agreements, indentures, mortgages, deeds,
conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions,
schedules, accounts, affidavits, bonds, undertakings, proxies,
and other instruments and documents may be signed, executed,
acknowledged, verified, delivered or accepted, including those in
connection with the fiduciary powers of the Corporation, on
behalf of the Corporation by the President or other persons as
may be designated by him.
ARTICLE 31
Section 31.1 The fiscal year of the Corporation shall be
the calendar year.
ARTICLE 32
SEAL
Section 32.1 The corporate seal shall be inscribed thereon
the name of the Corporation, the year of its organization and the
words "Corporate Seal,
<PAGE>
Pennsylvania". Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed in any manner
reproduced.
ARTICLE 33
NOTICES AND WAIVERS THEREOF
Section 33.1 Whenever, under the provisions of applicable
law or of the Articles of Incorporation or of these By-laws,
written notice is required to be given to any person, it may be
given to such person either personally or by sending a copy
thereof through the mail or by telegram, charges prepaid, to his
address appearing on the books of the Corporation or supplied by
him to the telegraph, it shall be deemed to have been given to
the person entitled thereto when deposited in the United States
mail or with a telegraph office for transmission to such person.
Such notice shall specify the place, day, and hour of the meeting
and, in the case of a special meeting of shareholders, the
general nature of the business to be transacted.
Section 33.2 Any written notice required to be given to
any person may be waived in writing signed by the person entitled
to such notice whether before or after the time stated therein.
Attendance of any person entitled to notice whether in person or
by proxy, at any meeting shall constitute a waiver of notice of
such meeting, except where any person attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened. Where
written notice is required of any meeting, the waiver thereof
must specify the purpose only if it is for a special meeting of
shareholders.
ARTICLE 34
AMENDMENTS
Section 34.1 These By-laws may be altered, amended, or
repealed by the affirmative vote of the holders of eighty percent
(80%) of the outstanding shares of Common Stock at any regular or
special meeting duly convened after notice to the shareholders of
that purpose or by a majority vote of the members of the Board of
Directors at any regular or special meeting thereof duly convened
after notice to the directors of that purpose, subject always to
the power of the shareholders to change such action of the Board
of Directors by the affirmative vote of the holders of eighty
percent (80%) of the outstanding shares of Common Stock.
