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8-K - NATIONAL PENN BANCSHARES, INC. FORM 8-K - NATIONAL PENN BANCSHARES INC | npb8k.htm |
EX-3.1 - EXHIBIT 3.1 - NATIONAL PENN BANCSHARES INC | ex3-1.htm |
Exhibit
3.2
BYLAWS
NATIONAL
PENN BANCSHARES, INC.
(A
Pennsylvania Business Corporation)
ARTICLE
I
Meetings of
Shareholders
Section
1.01. Place of
Meeting. Meetings of shareholders of the Corporation shall be
held at such place, within the Commonwealth of Pennsylvania or elsewhere, as may
be fixed by the Board of Directors. If no place is so fixed, they
shall be held at the executive office of the Corporation wherever
situated.
Section
1.02. Annual Meeting. The annual meeting
of shareholders for the election of Directors whose terms are expiring and the
transaction of any other business which may be brought properly before the
meeting shall be held at 4:00 p.m., local time, on the fourth Tuesday in April
of each year or such other date and time as the Board of Directors shall
determine.
Section
1.03. Special Meetings. Special meetings
of the shareholders may be called at any time by the Board of Directors or the
Chief Executive Officer. Such meetings shall be held on such date and
time as may be fixed by the Board of Directors or, in the absence of such
designation, as fixed by the Secretary. Special meetings may not be
called by shareholders.
Section
1.04. Notice of Meetings. Notice of
all meetings of shareholders shall be given by the Secretary. Written
notice of the date, time and place of all meetings of shareholders, and of the
general nature of the business to be transacted at special meetings, shall be
given to each shareholder of record entitled to vote at the meeting at least
twenty days prior to the day named for the meeting.
Section
1.05. Organization. The Chairman or, if
there is no Chairman or if the Chairman is absent, the Vice Chairman or, if
there is no Vice Chairman or the Vice Chairman is absent,
the President, shall act as presiding officer at every meeting of the
shareholders, and the Secretary or, if the Secretary is absent, a person
appointed by the Chairman, the Vice Chairman or the President, as presiding
officer, shall act as secretary of the meeting. Unless the Board of
Directors shall have taken action with respect thereto, the presiding officer
shall determine the order of business and shall have authority to establish
rules for the conduct of the meeting. Any action by the Board, or the
presiding officer, in adopting rules for, and in conducting, a meeting shall be
fair to the shareholders.
Approved
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October
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2009
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Section
1.06. Quorum. The presence, in person or
by proxy, of shareholders entitled to cast a majority of the votes that all
shareholders are entitled to cast on a particular matter shall constitute a
quorum for the purpose of considering such matter. If a proxy casts a
vote on behalf of a shareholder on any issue other than a procedural motion
considered at a meeting of shareholders, the shareholder shall be deemed to be
present during the entire meeting for purposes of determining whether a quorum
is present for consideration of any other issue.
Section
1.07. Action by Shareholders. Unless
otherwise provided herein, in the Articles of Incorporation or by law, any
action to be taken by vote of the shareholders shall be authorized upon
receiving the affirmative vote of a majority of the votes cast by all
shareholders entitled to vote thereon and, if any shareholders are entitled to
vote thereon as a class, upon receiving the affirmative vote of a majority of
the votes cast by the shareholders entitled to vote as a class.
Section
1.08. Nominations and Other
Business. Nominations for the election of
Directors and other proposals for action at an annual meeting of shareholders
may be made only (a) pursuant to the Corporation's notice of such meeting, (b)
by the presiding officer at the meeting, (c) by or at the direction of a
majority of the Board of Directors, or (d) by a shareholder of record of the
Corporation at the time of the shareholder’s giving of the notice required by
this Section 1.08 who is entitled to vote at the annual meeting, in accordance
with applicable rules of the Securities and Exchange Commission and the
provisions of this Section 1.08. A proposal for action at an annual
meeting must be a proper matter for shareholder action.
A
nomination for the election of a Director or a proposal for action at an annual
meeting may be made by a shareholder only if a written notice of such nomination
or proposal has been received by the Secretary at its principal office on a
timely basis. To be timely, such notice must be received not later
than:
(a) 90
days prior to such annual meeting; or
(b) If
the annual meeting is to be held on a date other than the fourth Tuesday in
April, the close of business on the tenth day following the first public
disclosure of the date of such meeting. The first public disclosure
of the date of any annual meeting of shareholders shall be when public
disclosure of such meeting date is first made in a filing by the Corporation
with the Securities and Exchange Commission, in any notice given to The Nasdaq
Stock Market or in a news release reported by any national news
service.
Each such
notice from a shareholder shall set forth:
(a) As to
the shareholder giving the notice and the beneficial owner, if any, on whose
behalf the notice is given (1) the name and address of such shareholder and of
such beneficial owner; and (2) (A) the class or series and number of shares of
the Corporation which are, directly or indirectly, owned beneficially and of
record by such shareholder and such beneficial owner, (B) any option, warrant,
convertible security, stock appreciation right, or similar right with an
exercise or conversion privilege or a settlement payment or mechanism at a
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price
related to any class or series of shares of the Corporation or with a value
derived in whole or in part from the value of any class or series of shares of
the Corporation, whether or not such instrument or right shall be subject to
settlement in the underlying class or series of capital stock of the Corporation
or otherwise (a “Derivative Instrument”) directly or indirectly owned
beneficially by such shareholder and any other direct or indirect opportunity to
profit or share in any profit derived from any increase or decrease in the value
of shares of the Corporation, (C) any proxy, contract, arrangement,
understanding, or relationship pursuant to which such shareholder has a right to
vote any shares of any security of the Company, (D) any short interest in any
security of the Company (for purposes of this Section 1.08 a person shall be
deemed to have a short interest in a security if such person directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has the opportunity to profit or share in any profit derived from any
decrease in the value of the subject security), (E) any rights to dividends on
the shares of the Corporation owned beneficially by such shareholder that are
separated or separable from the underlying shares of the Corporation, (F) any
proportionate interest in shares of the Corporation or Derivative Instruments
held, directly or indirectly, by a general or limited partnership in which such
shareholder is a general partner or, directly or indirectly, beneficially owns
an interest in a general partner and (G) any performance-related fees (other
than an asset-based fee) that such shareholder is entitled to based on any
increase or decrease in the value of shares of the Corporation or Derivative
Instruments, if any, as of the date of such notice, including without limitation
any such interests held by members of such shareholder’s immediate family
sharing the same household (which information shall be supplemented by such
shareholder and beneficial owner, if any, not later than 10 days after the
record date for the meeting to disclose such ownership as of the record
date);
(b) any
other information relating to such shareholder and beneficial owner, if any,
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for, as
applicable, the proposal and/or for the election of Directors in a contested
election pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder;
(c) a
description of all agreements, arrangements and understandings between such
shareholder and beneficial owner, if any, and any other person or persons
(including their names) in connection with the proposal of such business by such
shareholder; and
(d) A
representation that the shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to be present at the
meeting in person or by proxy to make such nomination or proposal.
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Each
notice of nomination for the election of a Director from a shareholder also
shall set forth or include, as the case may be:
(a) all
information relating to the proposed nominee that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of Directors in a
contested election pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder (including such person’s written consent to
being named in the proxy statement as a nominee and to serving as a Director if
elected);
(b) a
description of all direct and indirect compensation and other material monetary
agreements, arrangements and understandings during the past three years, and any
other material relationships, between or among such shareholder and beneficial
owner, if any, and their respective affiliates and associates, or others acting
in concert therewith, on the one hand, and each proposed nominee, and his or her
respective affiliates and associates, or others acting in concert therewith, on
the other hand, including, without limitation all information that would be
required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K
if the shareholder making the nomination and any beneficial owner on whose
behalf the nomination is made, if any, or any affiliate or associate thereof or
person acting in concert therewith, were the “registrant” for purposes of such
rule and the nominee were a Director or executive officer of such registrant;
and
(c) with
respect to each nominee for election to the Board of Directors, a completed and
signed questionnaire, representation and agreement required by this Section
1.08. The Corporation may require any proposed nominee to furnish
such other information as may reasonably be required by the Corporation to
determine the eligibility of such proposed nominee to serve as an independent
Director of the Corporation or that could be material to a reasonable
shareholder’s understanding of the independence, or lack thereof,
A person
nominated by a shareholder for election as a Director of the Corporation, a
person must, in order to be eligible for nomination, deliver (in accordance with
the time periods prescribed for delivery of notice under this Section 1.08) to
the Secretary at the principal executive offices of the Corporation a written
questionnaire with respect to the background and qualification of such person
and the background of any other person or entity on whose behalf the nomination
is being made (which questionnaire shall be provided by the Secretary upon
written request) and a written representation and agreement (in the form
provided by the Secretary upon written request) that such person (A) is not and
will not become a party to (1) any agreement, arrangement or understanding with,
and has not given any commitment or assurance to, any person or entity as to how
such person, if elected as a Director of the Corporation, will act or vote on
any issue or question (a “Voting Commitment”) that has not been disclosed to the
Corporation or (2) any Voting Commitment that could limit or interfere with such
person’s ability to comply, if elected as a Director of the Corporation, with
such person’s fiduciary duties under applicable law, (B) is not and will not
become a party to
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any
agreement, arrangement or understanding with any person or entity other than the
Corporation with respect to any direct or indirect compensation, reimbursement
or indemnification in connection with service or action as a Director that has
not been disclosed therein, and (D) in such person’s individual capacity and on
behalf of any person or entity on whose behalf the nomination is being made,
would be in compliance, if elected as a Director of the Corporation, and will
comply with all applicable publicly disclosed corporate governance, conflict of
interest, confidentiality and stock ownership and trading policies and
guidelines of the Corporation.
Each
notice of a proposal for action at an annual meeting from a shareholder other
than a nomination of a Director also shall set forth:
(a) A
brief description of the proposal;
(b) The
reasons for making such proposal;
(c) Any
direct or indirect interest of the shareholder, or any person on whose behalf
the shareholder is acting, in making such proposal; and
(d) a
description of all agreements, arrangements and understandings between such
shareholder and beneficial owner, if any, and any other person or persons
(including their names) in connection with the proposal of such business by such
shareholder.
The
presiding officer at the meeting may refuse to permit any nomination for the
election of a Director or proposal to be made at an annual meeting by a
shareholder who has not complied with all of the foregoing procedures and
requirements.
ARTICLE
II
Directors
Section 2.01. Number and Term of
Office. There shall be such number of Directors, who shall be
divided into such classes, and who shall be elected to serve for such terms of
office, as is provided in the Articles of Incorporation.
Section 2.02. Vacancies. Vacancies
on the Board of Directors, should they occur for whatever reason, including
vacancies resulting from death, resignation, retirement, disqualification or an
increase in the number of Directors, shall be filled by a majority vote of the
remaining Directors though less than a quorum. Each Director elected
by the Board of Directors pursuant to this Section 2.02 shall hold such
office for a term expiring at the annual meeting of shareholders at which the
term of the class to which the Director has been elected expires and until the
Director's successor is elected and qualified.
Section 2.03. Resignations. Any
Director may resign at any time by giving written notice to the Board of
Directors, the Chief Executive Officer or the Secretary. Any such
resignation shall take effect at the time of the receipt of such notice or at
any
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later
time specified therein. Unless otherwise specified therein, the
acceptance of a resignation shall not be necessary to make it
effective.
Section 2.04. Reorganization
Meeting. As soon as practicable after each annual election of
Directors, the Board of Directors shall meet for the purpose of organization,
election of officers and the transaction of other business, at a date, time and
place designated by the Secretary.
Section 2.05. Regular
Meetings. Regular meetings of the Board of Directors shall be
held at such dates, times and places as shall be determined from time to time by
the Board or otherwise in accordance with past practice. Notice of
such meetings need not be given.
Section 2.06. Special
Meetings. Special meetings of the Board of Directors may be
called at any time by the Chairman, the Vice Chairman, the President, the Lead Independent Director, or one-third or
more of the Directors in office. Notice of the date, time, place and
general nature of the business to be transacted at each special meeting shall be
given to each Director by or at the direction of the person or persons calling
such meeting, not later than during the day immediately preceding the day of
such meeting.
Section 2.07. Organization. Every
meeting of the Board of Directors shall be presided over by the Chairman or, if
there is no Chairman or if the Chairman is absent, the Vice Chairman, or if
there is no Vice Chairman or the Vice Chairman is absent, the President or, if
the President is absent, the Lead Independent Director or, if there is no Lead
Independent Director or if he or she is absent, a chairman chosen by a
majority of the Directors present. The Secretary or, if the Secretary
is absent, a person appointed by the Chairman or the President, shall act as
secretary.
Section 2.08. Quorum. Except
to the extent that a greater number is required by law, a majority of all the
Directors in office shall constitute a quorum for the transaction of business at
any meeting.
Section 2.09. Board
Action. The acts of a majority of the Directors present and
voting at a meeting at which a quorum is present shall be the acts of the Board
of Directors.
Any action that may be taken at a
meeting of the Board of Directors may be taken without a meeting if, prior or
subsequent to the action, a consent or consents thereto by all of the Directors
is filed with the Secretary.
Section 2.10. Compensation. Compensation
payable for services as a Director or member of a committee of the Board of
Directors shall be in such amounts as shall be determined by the Board of
Directors on the recommendation of the Compensation Committee. No
person who is an employee of the Corporation or any subsidiary thereof shall
receive any compensation as a Director or a committee
member. Non-employee Directors may also be reimbursed for expenses
incidental to attendance at
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Board or
committee meetings, as determined by the Board on the recommendation of the
Compensation Committee.
Section 2.11. Mandatory Retirement of
Directors. No person who has attained the age of seventy-two
(72) years shall be qualified for nomination or for election to the Board of
Directors. Accordingly, a Director, upon attaining such age, shall retire from
the Board of Directors on the date of the annual meeting of shareholders that
next follows his or her seventy-second birthday.
A Director, upon retirement from his or
her principal occupation, shall give the Board of Directors prompt notice of
such retirement and shall offer to retire from the Board on such date as the
Board shall determine. If such offer is accepted, any failure of the
Director to retire as determined by the Board shall constitute proper cause for
the Board to declare vacant the office of the Director.
The Board of Directors, on the
recommendation of the Nominating/Corporate Governance Committee, may at any
time, or again at any later time, exempt the Board Chair, any Lead Independent Director, or any other
Director serving as the Chair of a standing Board Committee from this Section
2.11 for a one-year period, but not more than a total of three
years.
Section 2.12. Director
Emeritus. A Director who retires from the Board of Directors
pursuant to Section 2.11 of these Bylaws shall be eligible to serve as a
Director Emeritus. Such an Emeritus Director may be named by the
Board for a one year
term at any time, but may not serve more than a total of three consecutive
years. A Director Emeritus shall have the privilege of attending all
meetings of the Board and shall have the opportunity of sharing his or her
experience with the Board, but shall have none of the responsibilities of a
member of the Board, and shall have no vote on matters put before the
Board. A Director Emeritus shall receive such compensation and
reimbursement of expenses as shall be determined by the Board of Directors on
the recommendation of the Compensation Committee.
The terms "Director," “Lead Independent
Director”, “Outside Independent Director”, "Board," or "Board of Directors"
where used in these Bylaws shall not be deemed to apply to or to include a
Director Emeritus.
ARTICLE
III
Committees
Section 3.01. Executive
Committee. There shall be an Executive Committee consisting of
such Directors as shall from time to time be appointed by the Board of
Directors, on the recommendation of the Nominating/Corporate Governance
Committee. The Executive Committee shall meet on the call of the
Chairman of the Executive Committee, the Chairman, the Vice Chairman,
the President, or the any Lead
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Independent
Director. So far as may be permitted by law and except for matters
specifically reserved to the Board of Directors in these Bylaws, the Executive
Committee shall possess and may exercise all the powers of the Board of
Directors in the management of the business and affairs of the Corporation
conferred by these Bylaws or otherwise, during intervals between meetings of the
Board of Directors. The Executive Committee shall have such other
duties and responsibilities as shall be set forth in a charter approved annually
by the Board of Directors.
Section 3.02. Audit
Committee. There shall be an Audit Committee consisting
entirely of such outside independent Directors as shall from time to time be
appointed by the Board of Directors, on the recommendation of the
Nominating/Corporate Governance Committee. The Audit Committee shall
be responsible for appointing, evaluating
and replacing the
independent accountants; determining the
appropriateness of their fees and approving any audit and permitted
non-audit services performed by them; reviewing the scope and results of the
audit plans of the independent accountants and internal auditors; overseeing the
scope and adequacy of internal accounting control and record-keeping systems;
reviewing the objectivity, effectiveness and resources of the internal audit
function; and conferring independently with the independent
accountants. The Audit Committee shall have such other duties and
responsibilities as shall be set forth in a charter approved annually by the
Board of Directors.
Section 3.03. Compensation
Committee. There shall be a Compensation Committee consisting
entirely of such outside independent Directors as shall from time to time be
appointed by the Board of Directors, on the recommendation of the
Nominating/Corporate Governance Committee. The Compensation Committee
shall be responsible for recommending to the Board of Directors (for action in
Executive Session)
the compensation of the two most senior executive officers of the Corporation,
including the Chief Executive Officer,
and determining compensation for other executive officers as established by the Compensation Committee Charter;
establishing compensation policies for the Corporation's directors, officers and
employees generally; and administering the Corporation's stock-based
compensation plans. The Compensation Committee shall have such other
duties and responsibilities as shall be set forth in a charter approved annually
by the Board of Directors.
Section 3.04. Nominating/Corporate
Governance Committee. There shall be a Nominating/Corporate
Governance Committee consisting entirely of such outside independent Directors
as shall from time to time be appointed by the Board of Directors, on the
recommendation of the Nominating/Corporate Governance Committee. The
Nominating/Corporate Governance Committee shall be responsible for screening and
recommending to the Board of Directors persons to be candidates for election or
appointment as Directors; evaluating the performance of the Board, including the
training and orientation of directors; ensuring an appropriate structure for
management succession and development; recommending to the Board of Directors
committee assignments for Directors, including Chairmanships; and reviewing
corporate policies governance documents such as Code of Conduct, stock
ownership guidelines, and insider trading and director attendance policies. The Nominating/Corporate Governance
Committee shall have such other duties and responsibilities as shall be set
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forth in
a charter approved annually by the Board of Directors.
Section 3.05. Directors’ Enterprise Risk
Management Committee. There shall be a Directors’ Enterprise
Risk Management Committee consisting of the Chairs of the Audit, Compensation
and Nominating/Corporate Governance Committees and such other outside
independent Directors as shall from time to time be appointed by the Board of
Directors, on the recommendation of the Nominating/Corporate Governance
Committee. The Directors’ Enterprise Risk Management Committee shall
be responsible for monitoring the corporate enterprise risk management process
governing the business activities of the Corporation, which process includes the
identification and evaluation of major risks inherent in the Corporation’s
business activities and the taking of appropriate steps by the Corporation to
manage these risks and to provide reasonable assurance that the Corporation’s
business objectives will be achieved. The Directors’ Enterprise Risk
Management Committee shall have such other duties and responsibilities as shall
be set forth in a charter approved annually by the Board of
Directors.
Section 3.06. Other
Committees. The Board of Directors may, at any time and from
time to time, appoint such other standing or special committees with such duties
and responsibilities as the Board of Directors shall determine.
Section 3.07. Committee
Procedures. Except as otherwise expressly provided herein, and
unless the Board of Directors has acted with respect thereto, each Committee
shall adopt its own rules of procedure, and determine the dates, times and
places of its meetings. Except for regularly scheduled Committee
meetings approved by the Committee, notice of the date, time and place of each
Committee meeting shall be given to each Committee member by the Committee
chairman or his or her delegate, not later than during the day immediately
preceding the day of such meeting.
Section 3.08. Quorum. A
majority of all the members of any Committee shall constitute a quorum for the
transaction of business at any meeting of the Committee.
Section 3.09. Committee
Action. The acts of a majority of the Committee members
present and voting at a meeting at which a quorum is present shall be the acts
of the Committee.
Any action that may be taken at a
meeting of a Committee may be taken without a meeting if, prior or subsequent to
the action, a consent or consents thereto by all of the Committee members is
filed with the Secretary.
Section 3.10. Minutes; Reports to
Board. Each Committee shall keep minutes of its meetings and
report its actions to the Board of Directors at the next following meeting of
the Board.
Section 3.11. Definition of Outside
Independent Director. The term “outside independent director”
means a Director who is not an employee of the Corporation or any subsidiary and
who satisfies all the “independence” tests of applicable law, rules or
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regulations,
including those of The Nasdaq Stock Market, Inc.
Section 3.12. Designation of Lead
Independent Director. The Board of Directors, on the
recommendation of the Nominating/Corporate Governance Committee, shall
may elect annually an “outside independent director”
to serve in a lead capacity to coordinate the activities of the other outside
independent directors and to perform such other duties and responsibilities as
the Board of Directors determines by resolution or Board-approved policy. Any
outside independent director so elected shall be referred to as the “Lead
Independent Director.”
ARTICLE
IV
Officers
Section 4.01. Officers. The
officers of the Corporation shall be a President, a Secretary and a Treasurer,
and may include a Chairman, one or more Vice Presidents, and such other officers
as the Board of Directors may from time to time determine.
Section 4.02. Qualifications. The
officers shall be natural persons of full age.
Section
4.03. Election and Term of
Office. The Chairman, Vice Chairman, and President shall be annually
elected by the Board of Directors. Other officers may be elected by
the Board of Directors or a duly authorized Board Committee. Each
officer shall
serve at the pleasure of, and be subject to removal only by, the Board of
Directors.
Section 4.04. Resignations. Any
officer may resign at any time by giving written notice to the Board of
Directors, the Chief Executive Officer or the Secretary. Any such
resignation shall take effect at the time of the receipt of such notice or at
any later time
specified
therein. Unless otherwise specified therein, the acceptance of a
resignation shall not be necessary to make it effective.
Section 4.05. Chairman. The
Board of Directors may elect one of its members to be Chairman. The
Chairman shall preside at all meetings of the Board of Directors. The
Chairman shall also have such other powers and duties as may be conferred upon
or assigned to the Chairman by the Board of Directors, as well as any other
powers specifically conferred upon the Chairman by these Bylaws.
Section 4.06. Vice
Chairman. The Board of Directors may elect one or more of its members
to be Vice Chairman. In the absence of the Chairman, the Vice
Chairman shall preside at all meetings of the Board of Directors. The
Vice Chairman shall also have such other powers and duties as may be conferred
upon or assigned to the Vice Chairman by the Board of Directors, as well as any
other powers specifically conferred upon the Vice Chairman by these
Bylaws.
Section 4.07. President. The
President shall, if there is no Chairman or in the absence of the Chairman,
preside at any meeting of the Board of Directors. The President shall
have and may exercise any and all other powers and duties pertaining
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by law,
regulation or practice to the office of President, or imposed by these
Bylaws. The President shall have such other powers and duties as may
be conferred upon or assigned to the President by the Board of
Directors.
Section 4.08. Chief Executive
Officer. The Board of Directors shall designate the Chairman
or the President as the Chief Executive Officer. The Chief Executive
Officer shall be the chief executive officer of the Corporation and shall have
general executive powers concerning all the business and operations of the
Corporation, subject, however, to the control of the Board of
Directors. The Chief Executive Officer shall have such other powers
and duties as may be conferred upon, or assigned to, the Chief Executive Officer
by the Board of Directors. The Chief Executive Officer may delegate
to any other officer such executive and other powers and duties as the Chief
Executive Officer deems advisable.
Section 4.09. Vice Presidents.
There may be one or more Group Executive Vice Presidents, Executive Vice Presidents,
Senior Vice Presidents and Vice Presidents. Each such person shall
have such powers and duties as may be conferred upon or assigned to him or her
by the Board of Directors or the Chief Executive Officer.
Section 4.10. Secretary. The
Secretary shall attend to the giving of all notices required by law or these
Bylaws to be given. The Secretary shall keep minutes of all meetings
of the Board of Directors and of the shareholders. The Secretary
shall be custodian of the corporate seal and all other general corporate records
of the Corporation. The Secretary shall have all other powers and
duties pertaining by law, regulation or practice to the office of Secretary, or
imposed by these Bylaws, or as may from time to time be conferred upon, or
assigned to, the Secretary by the Board of Directors or the Chief Executive
Officer.
Section 4.11. Treasurer. The
Treasurer shall be responsible for the funding of the Corporation and for all
moneys, funds, securities, fidelity and indemnity bonds and other valuables
belonging to the Corporation. The Treasurer shall have all other
powers and duties pertaining by law, regulation or practice to the office of
Treasurer, or imposed by these Bylaws, or as may from time to time be conferred
upon, or assigned to, the Treasurer by the Board of Directors or the Chief
Executive Officer.
Section 4.12. Other
Officers. Any other officers shall perform such
duties as from time to time may be conferred upon or assigned to them
respectively by the Board of Directors or the Chief Executive
Officer.
Section 4.13. Compensation. The
compensation of executive officers of the Corporation shall be
determined as provided in Section 3.03
of these Bylaws. Unless the Board shall
otherwise direct, the Chief Executive Officer or his or her delegate shall fix
the compensation of all other officers and employees of the Corporation or any
subsidiary who are not executive officers of the Corporation, and in conjunction
therewith, the Chief Executive Officer is authorized to execute contracts on
behalf of the Corporation or any subsidiary with such persons.
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ARTICLE
V
Limitation of Directors'
Liability; Indemnification
Section 5.01. General Rule;
Exception. To the fullest extent permitted by Pennsylvania
law, a Director shall not be personally liable to the Corporation, its
shareholders or others for monetary damages for any action taken or any failure
to take any action unless (a) the Director has breached or failed to perform the
duties of his or her office, as set forth in the Directors' Liability Act, and
(b) such breach or failure constitutes self-dealing, willful misconduct or
recklessness.
The provisions of this Article Five
shall not apply with respect to the responsibility or liability of a Director
under any criminal statute or the liability of a Director for the payment of
taxes pursuant to local, state or federal law.
Section 5.02. Indemnification; Advancement
of Expenses; Insurance. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a Director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a Director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise. Such indemnification shall cover expenses
(including attorneys' fees), amounts paid in settlement, judgments and fines
actually and reasonably incurred by such person in connection with such action,
suit or proceeding. Notwithstanding the foregoing, 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.
Expenses (including attorneys' fees)
incurred in defending a civil or criminal action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding, upon receipt of an undertaking by or on behalf of the Director,
officer, employee or agent to repay such amount if it shall be ultimately
determined that he or she is not entitled to be indemnified by the Corporation
as authorized in this Article Five.
The indemnification and advancement of
expenses provided by this Article Five shall (a) 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 (b)
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.
Approved
by Board of Directors
October
27,
2009
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The Corporation may purchase and
maintain insurance on behalf of any person, enter into contracts of
indemnification with any person, 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
otherwise secure in any manner its obligations with respect to indemnification
and advancement of expenses, whether arising under this Article Five or
otherwise, to or for the benefit of any person, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Article Five.
Section 5.03. Effective
Date. The limitation of liability provided in
Section 5.01 of this Article Five and the right to indemnification provided
in Section 5.02 of this Article Five shall apply to any action or any
failure to take any action occurring on or after January 27, 1987.
Section 5.04. Amendment or
Repeal. Notwithstanding anything herein contained to the
contrary, this Article Five may not be amended or repealed and a provision
inconsistent herewith may not be adopted, except by (a) the affirmative vote of
80% of the members of the entire Board of Directors or (b) the affirmative vote
of shareholders of the Corporation entitled to cast at least 80% of the votes
which all shareholders are then entitled to cast.
Notwithstanding the foregoing, if the
Business Corporation Law or the Directors' Liability Act is amended or any other
statute is enacted so as to decrease the exposure of Directors to liability or
to increase the indemnification rights available to Directors, officers or
others, then this Article Five and any other provision of these Bylaws
inconsistent with such decreased exposure or increased indemnification rights
shall be amended, automatically and without further action on the part of
shareholders or Directors, to reflect such decreased exposure or to include such
increased indemnification rights, unless such legislation expressly requires
otherwise.
Any repeal or modification of this
Article Five by the shareholders of the Corporation shall be prospective only,
and shall not adversely affect any limitation on the personal liability of a
Director or any right to indemnification from the Corporation with respect to
any action or any failure to take any action occurring prior to the time of such
repeal or modification.
Section
5.05. Severability. If,
for any reason, any provision of this Article Five 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 Five 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 Five shall, to the full extent consistent with law,
continue in full force and effect.
Section 5.06. Repeal of Prior
Provision. Article Five (as in effect on the day prior to
April 21, 1987 (the day on which a new Article Five was approved by the
Approved
by Board of Directors
October
27,
2009
Page 13
of 17
shareholders
of the Corporation)), and all provisions of these Bylaws on that
date
insofar
as they were inconsistent with this Article Five, are hereby
repealed. Notwithstanding the foregoing, with respect to acts or
omissions occurring prior to January 27, 1987, such former Article Five and such
other provisions of these Bylaws remain in full force and effect.
ARTICLE
VI
Share Certificates;
Transfer
Section 6.01. Share
Certificates. Except as otherwise provided in Section 6.05,
the shares of the Corporation shall be represented by a
certificate. Share certificates shall be signed by the manual,
facsimile, printed or engraved signatures of the Chairman or the President, and
the Secretary or the Treasurer, but one of such signatures shall be a manual
signature unless the certificates are signed by a transfer agent or a registrar,
and shall be sealed with the corporate seal, which may be a facsimile, engraved
or printed seal. 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 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.
Section 6.02. Transfer of
Shares. Transfer of shares of the Corporation shall be made on
the books of the Corporation only upon surrender of the share certificate, duly
endorsed or with duly executed stock powers attached and otherwise in proper
form for transfer, which certificate shall be cancelled at the time of
transfer.
Section 6.03. Transfer Agent and
Registrar; Regulations. The Corporation may, if and whenever
the Board of Directors so determines, designate one or more transfer agents by
which the shares of the Corporation shall be transferable, and also designate
one or more registrars by which the shares shall be registered; and no
certificates for shares of the Corporation in respect of which a registrar shall
have been designated shall be valid unless countersigned and registered by such
registrar. The Board of Directors may also make such additional rules
and regulations as it may deem expedient concerning the issue, transfer and
registration of share certificates.
Section 6.04. Lost, Stolen or Destroyed
Share Certificates. Unless waived in whole or in part by the
Board of Directors, any person requesting the issuance of a new certificate in
lieu of an alleged lost, destroyed, mislaid or wrongfully taken certificate
shall (a) give to the Corporation such person's bond of indemnity with an
acceptable surety, and (b) satisfy such other requirements as may be imposed by
the Corporation. Thereupon, a new share certificate shall be issued to the
registered owner or such person's assigns in lieu of the alleged lost,
destroyed, mislaid or wrongfully taken certificate, provided that the request
therefor and issuance thereof have been made before the Corporation has notice
that such shares have been acquired by a bona fide purchaser.
Approved
by Board of Directors
October
27,
2009
Page 14
of 17
Section 6.05. Uncertificated
Shares. Notwithstanding anything herein to the contrary, any
or all classes and series of shares, or any part thereof, may be represented by
uncertificated shares to the extent determined by the Board of Directors, except
that shares represented by a certificate that is issued and outstanding shall
continue to be represented thereby until the certificate is surrendered to the
Corporation. Within a reasonable time after the issuance or transfer
of uncertificated shares, the Corporation shall send to the registered owner
thereof a written notice containing the information required to be set forth or
stated on certificates. The rights and obligations of the holders of
shares represented by certificates and the rights and obligations of the holders
of uncertificated shares of the same class and series shall be
identical. Notwithstanding anything herein to the contrary, the
provisions of Section 6.02 shall not apply to uncertificated shares and, in lieu
thereof, the Board shall adopt alternative procedures for registration of
transfers.
ARTICLE
VII
Notice
Provisions
Section 7.01. Manner of Giving
Notice. Any notice required to be given to any person under
the provisions of the Articles of Incorporation, these Bylaws or by law shall be
given to the person either personally or by sending a copy thereof:
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(a)
By first class or express mail, postage prepaid, or courier service,
charges prepaid, to such person's postal address appearing on the books of
the Corporation or, in the case of Directors, supplied by such Director to
the Corporation for the purpose of notice. Notice pursuant to
this subsection shall be deemed to have been given to the person entitled
thereto when deposited in the United States mail or with a courier service
for delivery to that person; or
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(b)
By facsimile transmission, e-mail or other electronic communication to
such person's facsimile number or address for e-mail or other electronic
communications supplied by such person to the Corporation for the purpose
of notice. Notice pursuant to this subsection shall be deemed
to have been given to the person entitled thereto when
sent.
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A notice
of meeting shall specify the date, time and place, if any, of the meeting and
any other information required by law or these Bylaws.
Section 7.02. Waiver of
Notice. Whenever any notice is required to be given by the
Articles of Incorporation, these Bylaws or by law, a waiver thereof in writing,
signed, or communicated as permitted by Section 7.01 of these Bylaws, by the
person or persons entitled to the notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of
notice. Neither the business to be transacted at, nor the purpose of,
a meeting need be specified in the waiver of notice of the
meeting. Attendance of a person at any meeting shall constitute a
waiver of notice of such meeting, except where a person attends a meeting for
the express purpose of
Approved
by Board of Directors
October
27,
2009
Page 15
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objecting, at the beginning of the meeting, to the transaction of any
business because the meeting was not lawfully called or convened.
Section 7.03. Householding of
Notices. Any material delivered to a shareholder in a manner
consistent with the delivery requirements contained in Regulation 14A or 14C
under the Securities Exchange Act of 1934 shall be deemed to be delivered to the
shareholder entitled to such delivery.
Section 7.04. Bulk
Mail. Notice of any regular or special meeting of the
shareholders, or any other notice required by law, the Articles of Incorporation
or these Bylaws to be given to all shareholders or to all holders of a class or
series of shares, may be given by any class of mail, postage prepaid, if the
notice is deposited in the United States mail at least 20 days prior to the day
named for the meeting or any corporate or shareholder action specified in the
notice.
Section 7.05. Shareholders Without
Forwarding Addresses. Notice or other communications need not
be sent to any shareholder with whom the Corporation has been unable to
communicate for more than 24 consecutive months because communications to the
shareholder are returned unclaimed or the shareholder has otherwise failed to
provide the Corporation with a current address. Whenever the
shareholder provides the Corporation with a current address, the Corporation
shall commence sending notices and other communications to the shareholder in
the same manner as to other shareholders.
ARTICLE
VIII
Emergency
Preparedness
Section 8.01. Emergency
Preparedness. If there is an emergency declared by
governmental authorities, as the result of a regional or national disaster and
of such severity as to prevent the normal conduct and management of the affairs
of the Corporation by its Directors and Officers as contemplated by these
bylaws:
(a)
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Any
three available Directors shall constitute a Committee to exercise the
full authority of the Board of Directors until such time as a duly elected
Board of Directors can again assume full responsibility and control of the
Corporation; and
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(b)
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The
available Officers and employees of the Corporation shall continue to
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conduct
the affairs of the Corporation, with such guidance as may be
available
to them from the Board of Directors or the Executive Committee
under
Section 8.01(a) hereof, subject to conformance with any
governmental
directives during the emergency.
ARTICLE
IX
Amendments
Section 9.01. Amendments. Bylaws
may be adopted, amended or repealed by
Approved
by Board of Directors
October
27,
2009
Page 16
of 17
the Board
of Directors in the manner provided in Section 2.09 or by the shareholders
in the manner provided in Section 1.07.
Bylaws
effective October 1, 1982
Amended
April 11, 1984 - Sections 2.01; 2.02
Amended
April 9, 1986 - Sections 2.02; 2.12; 3.01; 3.02
Amended
April 21, 1987 - Article 5
Amended
April 24, 1996 - Section 2.13
Amended
March 26, 1997 - Section 1.06
Amended
February 23, 2000 - Section 1.04
Amended
April 24, 2002 - Sections 7.03; 7.04, 7.05; and Article 8, Section
8.01
Amended
April 28, 2004 – Sections 1.02; 1.08; 3.01; 3.02; 3.03; 3.04; 3.10; 4.08;
4.12.
Amended
December 22, 2004 – Sections 4.03, 4.08, 4.11, 4.12
Amended
March 23, 2005 – Sections 1.02, 1.08(b), 2.12.
Amended
January 25, 2006 – Sections 2.07, 2.11, 2.12, 3.01, 3.05, 3.12 and Article
VIII-
Emergency Preparedness - Section 8.01 – entirely
new
section.
Amended
February 28, 2007 – Sections 2.06, 2.09, 3.03, 3.09, 3.12.
Amended
October 24, 2007 – Sections 1.05, 2.06, 2.07, 2.11, 3.01, 3.03, 3.12, 4.03 and
4.06 – entirely new section.
Amended
November 26, 2008 – Section 7.02.
Amended
February 25, 2009 – Section 1.08 – entire section revised.
Amended October 27, 2009 - Sections 2.11, 3.01, 3.03, 3.04 and
3.12
Approved
by Board of Directors
October
27,
2009
Page 17
of 17