UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): May
20, 2015
Commission File
Number |
Registrant; State of Incorporation;
Address and Telephone Number |
IRS Employer
Identification No. |
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1-11459 |
PPL Corporation
(Exact name of Registrant as specified in its charter)
(Pennsylvania)
Two North Ninth Street
Allentown, PA 18101-1179
(610) 774-5151 |
23-2758192 |
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders
At PPL Corporation's ("PPL" or the "Company")
Annual Meeting of Shareowners held on May 20, 2015, the shareowners:
Elected all thirteen nominees for the office of director. The
votes for individual nominees were:
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Number of Votes |
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For |
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Against |
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Broker
Non-Vote |
Rodney C. Adkins |
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488,924,528 |
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7,172,815 |
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84,843,263 |
Frederick M. Bernthal |
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480,982,306 |
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15,052,877 |
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84,843,263 |
John W. Conway |
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302,452,138 |
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193,700,917 |
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84,844,186 |
Philip G. Cox |
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488,786,833 |
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7,293,645 |
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84,843,263 |
Steven G. Elliott |
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487,614,890 |
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8,201,527 |
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84,843,263 |
Louise K. Goeser |
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301,468,594 |
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194,385,694 |
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84,844,186 |
Stuart E. Graham |
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301,674,339 |
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194,153,952 |
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84,844,186 |
Raja Rajamannar |
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486,063,873 |
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9,465,448 |
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84,843,263 |
Craig A. Rogerson |
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298,056,316 |
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197,574,313 |
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84,844,186 |
William H. Spence |
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474,881,947 |
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20,082,059 |
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84,843,263 |
Natica von Althann |
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487,050,226 |
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8,534,583 |
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84,843,263 |
Keith H. Williamson |
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487,656,072 |
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8,127,125 |
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84,843,263 |
Armando Zagalo de Lima |
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486,574,840 |
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8,898,049 |
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84,843,263 |
Approved an amendment to PPL's articles of incorporation to permit
shareowners to call special meetings of shareowners. The vote was 491,127,135 in favor and 5,152,927 against, with 2,666,359 abstaining
and 84,843,263 broker non-votes. Filed herewith as exhibits 3(i) and 3(ii) are amended and restated Articles of Incorporation and
Bylaws of PPL to implement the proposal.
Approved a non-binding request of the PPL board of directors ("Board")
to approve the 2014 compensation of the Company's named executive officers. The vote was 473,933,974 in favor and 18,663,051 against,
with 6,348,474 abstaining and 84,844,186 broker non-votes.
Ratified the appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm for the year ending December 31, 2015. The vote was 574,978,827 in
favor and 5,735,344 against, with 3,075,513 abstaining and no broker non-votes.
Rejected a shareowner proposal requesting PPL to provide a report,
updated semiannually, disclosing the Company's political spending and related processes and procedures. The vote was
203,689,384 in favor and 253,041,100 against, with 42,215,937 abstaining and 84,843,263 broker non-votes.
Approved a shareowner proposal requesting PPL to present to shareowners
for their approval an amendment to the Company's bylaws to permit shareowners that have continuously held three percent of the
Company's outstanding common stock during the preceding three years to nominate candidates for election to the board of directors,
with the number of such nominations not to exceed one-fourth the number of all directors then serving on the board of directors.
The vote was 299,445,495 in favor and 188,042,670 against, with 11,458,257 abstaining and 84,843,263 broker non-votes.
Rejected a shareowner proposal requesting the board of directors
to adopt a policy requiring that the chairman of the board of directors be an independent director who is not a current or former
employee of the Company. The vote was 201,267,179 in favor and 292,797,606 against, with 4,881,637 abstaining and 84,843,263 broker
non-votes.
Rejected a shareowner proposal requesting the Company to prepare
and publish a report describing how it can fulfill medium and long-term greenhouse gas emission reduction scenarios consistent
with national and international goals, and certain implications of those scenarios. The vote was 149,044,979 in favor and 296,265,569
against, with 53,634,950 abstaining and 84,844,186 broker non-votes.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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(d) |
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Exhibits |
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3(i) - |
Amended and Restated Articles of Incorporation of PPL Corporation, effective as of May 21, 2015. |
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3(ii) - |
Bylaws of PPL Corporation, effective as of May 21, 2015. |
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SIGNATURE
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.
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PPL CORPORATION |
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By: |
/s/ Stephen K. Breininger |
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Stephen K. Breininger
Vice President and Controller |
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Dated: May 27, 2015
Exhibit 3(i)
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PPL CORPORATION
Article I.
The name of the Corporation
is PPL Corporation.
Article II.
The address of the registered
office of the Corporation in this Commonwealth is Two North Ninth Street, Allentown, Lehigh County, Pennsylvania 18101-1179.
Article III.
The Corporation is incorporated
under the provisions of the Business Corporation Law of 1988.
Article IV.
The aggregate number of
shares which the Corporation shall have the authority to issue is 790,000,000 shares, divided into 10,000,000 shares of Preferred
Stock, par value $.01 per share, and 780,000,000 shares of Common Stock, par value $.01 per share.
Article V.
The designations, preferences,
qualifications, limitations, restrictions, and the special or relative rights in respect of the shares of each class shall be as
follows:
DIVISION A-PREFERRED STOCK
SECTION
1. General. To the extent permitted by these Amended and Restated Articles of Incorporation, the Board of Directors, by
majority vote of a quorum, shall have the authority to issue shares of Preferred Stock from time to time in one or more classes
or series, and to fix by resolution, at the time of issuance of each of such class or series, the distinctive designations, terms,
relative rights, privileges, qualifications, limitations, options, conversion rights, preferences, and voting powers, and such
prohibitions, restrictions and qualifications of voting or other rights and powers thereof except as they are fixed and determined
in this Article V. The dividend rate or rates, dividend payment dates or other terms of a class or series of Preferred Stock may
vary from time to time dependent upon facts ascertainable outside of these Amended and Restated Articles of Incorporation if the
manner in which the facts will operate to fix or change such terms is set forth in the express terms of the class or series or
upon terms incorporated by reference to an existing agreement between the Corporation and one or more other parties or to another
document of independent significance or otherwise to the extent permitted by the Business Corporation Law of 1988.
SECTION
2. Dividends. The holders of shares of each class or series of Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors, out of any funds legally available for the purpose under 15 Pa.C.S. § 1551 (relating to
distributions to shareholders) or any superseding provision of law subject to any additional limitations in the express terms of
the class or series, cash dividends at the rate or rates and on the terms which shall have been fixed by or pursuant to the authority
of the Board of Directors with respect to such class or series and no more, payable at such time or times as may be fixed by or
pursuant to the authority of the Board of Directors. If and to the extent provided by the express terms of any class or series
of Preferred Stock, the holders of the class or series shall be entitled to receive such other dividends as may be declared by
the Board of Directors.
SECTION
3. Liquidation of the Corporation. In the event of voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the holders of shares of Preferred Stock shall be entitled to receive from the assets of the Corporation (whether
capital or surplus), an amount per share, prior to the payment to the holders of shares of Common Stock or of any other class of
stock of the Corporation ranking as to liquidation subordinate to the Preferred Stock, which shall have been fixed and determined
by the Board of Directors with respect thereto.
For the purposes of this section, the terms
"involuntary liquidation, dissolution or winding up" shall include, without being limited to, a liquidation, dissolution
or winding up of the Corporation resulting in the distribution of all of the net proceeds of a sale, lease or conveyance of all
or substantially all of the property or business of the Corporation to any governmental body including, without limitation, any
municipal Corporation or political subdivision or authority.
SECTION
4. Conversion Privileges. In the event any class or series of the Preferred Stock is issued with the privilege of conversion,
such stock may be converted, at the option of the record holder thereof, at any time or from time to time, as determined by the
Board of Directors, in the manner and upon the terms and conditions stated in the resolution establishing and designating the class
or series and fixing and determining the relative rights and preferences thereof.
SECTION
5. Redemption. The Corporation, at its option to be exercised by its Board of Directors, may redeem the whole or any part
of the Preferred Stock or of any class or series thereof at such time or times as may be fixed by the Board, at the applicable
price for each share, and upon the terms and conditions which shall have been fixed and determined by the Board with respect thereto.
SECTION
6. Voting Rights. Each holder of record of shares of Preferred Stock shall have full, limited, multiple, fractional, conditional
or no voting rights as shall be stated in the resolution or resolutions of the Board of Directors providing for the issue of such
shares. Unless provided in such resolution or resolutions, no holder of shares of Preferred Stock shall have cumulative voting
rights.
DIVISION B-COMMON STOCK
SECTION
1. Dividends and Shares in Distribution on Common Stock. Subject to the rights of the holders of the Preferred Stock and
subordinate thereto, the Common Stock alone shall receive all further dividends and shares upon liquidation, dissolution, winding
up or distribution.
SECTION
2. Voting Rights. At any meeting of the shareholders, each holder of Common Stock shall be entitled to one vote per share.
Article VI.
The shareholders of the
Corporation shall not have the right to cumulate their votes for the election of directors of the Corporation.
Article VII.
The following provisions
of the Business Corporation Law of 1988 shall not be applicable to the Corporation: 15 Pa.C.S. § 2538 (relating to approval
of transactions with interested shareholders) and 15 Pa.C.S. Subchapter 25G (relating to control-share acquisitions).
Article VIII.
Directors shall be elected
as follows:
SECTION
1. Uncontested Elections. In an election of directors that is not a contested election:
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(a) |
each
share of a class or group of classes entitled to vote in an election of Directors shall be entitled to vote for or against
each candidate for election by the class or group of classes; and |
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(b) |
to be
elected, a candidate must receive the affirmative vote of a majority of the votes cast with respect to the election of that candidate. |
SECTION
2. Contested Elections. In a contested election of directors, the candidates receiving the highest number of votes from
each class or group of classes entitled to elect directors separately, up to the number of directors to be elected by the class
or group of classes, shall be elected.
SECTION
3. Definition. For purposes of this Article VIII, a "contested election" is an election of directors in which
there are more candidates for election by the class or group of classes than the number of directors to be elected by the class
or group of classes and one or more of the candidates has been properly proposed by the shareholders. The determination of the
number of candidates for purposes of this subsection shall be made as of:
| (a) | the expiration of the time fixed by these
Amended and Restated Articles of Incorporation or the bylaws for advance notice by a shareholder of an intention to nominate directors;
or |
| (b) | absent such
a provision, at a time publicly announced by the Board of Directors which is not more than 14 days
before notice is given of the meeting at which the election is to occur. |
Article IX.
Amendment of Articles.
These Amended and Restated Articles of Incorporation may be amended in the manner from time to time prescribed by statute and all
rights conferred upon shareholders herein are granted subject to this reservation.
Article X.
Amendment of Bylaws.
Except as otherwise provided in the express terms of any class or series of Preferred Stock, the bylaws may be amended or repealed,
or new bylaws may be adopted, either (i) by vote of the shareholders at a duly organized annual or special meeting of shareholders,
or (ii) with respect to those matters that are not by statute committed expressly to the shareholders and regardless of whether
the shareholders have previously adopted or approved the bylaw being amended or repealed, by vote of a majority of the board of
directors of the Corporation in office at any regular or special meeting of directors.
Article XI.
Uncertificated Shares.
Any or all classes and series of shares of the Corporation, or any part thereof, may be represented by uncertificated shares to
the extent determined by the Board of Directors, except as required by applicable law, including 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 by applicable law to be set forth or stated on certificates.
Except as otherwise expressly provided by law, 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.
Article XII.
Calling Special Meetings.
A special meeting of shareholders may be called at any time by shareholders entitled to cast at least 25% of the votes that all
voting shareholders, voting as a single class, are entitled to cast at the particular special meeting. The procedure to be followed
by shareholders in calling a special meeting and the methodology for determining the percentage of votes entitled to be cast by
the shareholders seeking to call a special meeting (including without limitation any minimum holding periods or other limitations
or conditions) shall be as set forth in the Corporation’s bylaws. Section 1756(b)(1) of the Pennsylvania Business Corporation
Law shall not apply to the election of a director at a special meeting called by shareholders.
Exhibit
3(ii)
Bylaws
of
PPL Corporation
Table
of Contents
Section |
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Page |
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Article I: |
Offices and Fiscal Year |
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Section 1.01 |
Registered Office |
1 |
Section 1.02 |
Other Offices |
1 |
Section 1.03 |
Fiscal Year |
1 |
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Article II: |
Notice - Waivers - Meetings Generally |
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Section 2.01 |
Manner of Giving Notice |
1 |
Section 2.02 |
Notice of Meetings of Board of Directors |
2 |
Section 2.03 |
Notice of Meetings of Shareholders |
2 |
Section 2.04 |
Waiver of Notice |
3 |
Section 2.05 |
Modification of Proposal Contained in Notice |
3 |
Section 2.06 |
Exception to Requirement of Notice |
4 |
Section 2.07 |
Use of Conference Telephone and Similar Equipment |
4 |
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Article III: |
Shareholders |
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Section 3.01 |
Place of Meeting |
4 |
Section 3.02 |
Annual Meeting |
4 |
Section 3.03 |
Special Meetings |
5 |
Section 3.04 |
Quorum and Adjournment |
9 |
Section 3.05 |
Action by Shareholders |
10 |
Section 3.06 |
Organization |
10 |
Section 3.07 |
Voting Rights of Shareholders |
11 |
Section 3.08 |
Voting and Other Action by Proxy |
11 |
Section 3.09 |
Voting by Fiduciaries and Pledgees |
12 |
Section 3.10 |
Voting by Joint Holders of Shares |
12 |
Section 3.11 |
Voting by Corporations |
13 |
Section 3.12 |
Determination of Shareholders of Record |
13 |
Section 3.13 |
Voting Lists |
14 |
Section 3.14 |
Judges of Election |
14 |
Section 3.15 |
Minors as Securityholders |
15 |
Section 3.16 |
Nominations for Election of Directors |
15 |
Section 3.17 |
Other Business to be Transacted |
16 |
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Article IV: |
Board of Directors |
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Section 4.01 |
Powers; Personal Liability |
17 |
Section 4.02 |
Qualifications and Selection of Directors |
18 |
Section 4.03 |
Number and Term of Office |
18 |
Section 4.04 |
Vacancies |
18 |
Section 4.05 |
Removal of Directors |
19 |
Section 4.06 |
Place of Meetings |
19 |
Section 4.07 |
Organization of Meetings |
19 |
Section 4.08 |
Regular Meetings |
19 |
Section 4.09 |
Special Meetings |
19 |
Section 4.10 |
Quorum of and Action by Directors |
19 |
Section 4.11 |
Executive and Other Committees |
20 |
Section 4.12 |
Compensation |
21 |
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Article V: |
Officers |
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Section 5.01 |
Officers Generally |
21 |
Section 5.02 |
Election, Term of Office and Resignations |
22 |
Section 5.03 |
Subordinate Officers, Committees and Agents |
22 |
Section 5.04 |
Removal of Officers and Agents |
22 |
Section 5.05 |
Vacancies |
22 |
Section 5.06 |
Authority |
22 |
Section 5.07 |
The Chairman and Vice Chairman of the Board |
23 |
Section 5.08 |
The President |
23 |
Section 5.09 |
The Vice Presidents |
23 |
Section 5.10 |
The Secretary |
23 |
Section 5.11 |
The Treasurer |
23 |
Section 5.12 |
Salaries |
24 |
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Article VI: |
Capital Stock |
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Section 6.01 |
Share Certificates |
24 |
Section 6.02 |
Transfer |
25 |
Section 6.03 |
Record Holder of Shares |
25 |
Section 6.04 |
Lost, Destroyed or Mutilated Certificates |
25 |
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Article VII: |
Indemnification of Directors, Officers and Other |
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Authorized Representatives |
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Section 7.01 |
Indemnification of Directors and Officers |
25 |
Section 7.02 |
Indemnification of Persons Not Indemnified |
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Under Section 7.01 |
27 |
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Article VIII: |
Miscellaneous |
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Section 8.01 |
Corporate Seal |
29 |
Section 8.02 |
Checks |
29 |
Section 8.03 |
Contracts |
29 |
Section 8.04 |
Interested Directors or Officers; Quorum |
29 |
Section 8.05 |
Deposits |
30 |
Section 8.06 |
Corporate Records |
30 |
Section 8.07 |
Amendment of Bylaws |
31 |
BYLAWS
OF
PPL CORPORATION
(a Pennsylvania Registered Corporation)
ARTICLE I
Offices and Fiscal Year
Section 1.01. Registered
Office.--The registered office of the corporation in the Commonwealth of Pennsylvania shall be at Two North Ninth Street, Allentown,
PA 18101-1179, until otherwise established by an amendment of the articles of incorporation (the "articles") or by the
board of directors and a record of such change is filed with the Pennsylvania Department of State in the manner provided by law.
Section 1.02. Other Offices.--The
corporation may also have offices at such other places within or without the Commonwealth of Pennsylvania as the board of directors
may from time to time appoint or the business of the corporation may require.
Section 1.03. Fiscal
Year.--The fiscal year of the corporation shall begin on the 1st day of January in each year.
ARTICLE II
Notice--Waivers--Meetings Generally
Section 2.01. Manner of Giving Notice.
(a) General Rule.--Whenever
written notice is required to be given to any person under the provisions of the Business Corporation Law or by the articles or
these bylaws, it may be given to the person either personally or by sending a copy thereof by first class or express mail, postage
prepaid, or by telegram (with messenger service specified), telex or TWX (with answerback received) or courier service, charges
prepaid, or by facsimile transmission to the address (or to the telex, TWX, facsimile or telephone number) of the person appearing
on the books of the corporation or, in the case of directors, supplied by the director to the corporation for the purpose of notice.
If the notice is sent by mail, telegraph or courier service, 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 or courier service for delivery to that person or, in the
case of telex or TWX, when dispatched or, in the case of facsimile transmission when received. A notice of meeting shall specify
the place, day and hour of the meeting and any other information required by any other provision of the Business Corporation Law,
the articles or these bylaws.
(b) Bulk Mail.--Notice
of any regular or special meeting of the shareholders, or any other notice required by the Business Corporation Law or by the articles
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
postpaid mail 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.
(c) Adjourned Shareholder Meetings.--When
a meeting of shareholders is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business
to be transacted at an adjourned meeting, other than by announcement at the meeting at which the adjournment is taken, unless the
board fixes a new record date for the adjourned meeting in which event notice shall be given in accordance with Section 2.03.
Section 2.02. Notice of Meetings of
Board of Directors.--Notice of a regular meeting of the board of directors need not be given. Notice of every special meeting
of the board of directors shall be given to each director by telephone or in writing at least 24 hours (in the case of notice
by telephone, telex, TWX or facsimile transmission) or 48 hours (in the case of notice by telegraph, courier service or express
mail) or five days (in the case of notice by first class mail) before the time at which the meeting is to be held. Every such
notice shall state the time and place of the meeting. Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the board need be specified in a notice of the meeting.
Section 2.03. Notice
of Meetings of Shareholders.
(a) General Rule.--Except as
otherwise provided in Section 2.01(b), written notice of every meeting of the shareholders shall be given by, or at the direction
of, the secretary or other authorized person to each shareholder of record entitled to vote at the meeting at least (1) ten days
prior to the day named for a meeting (and, in case of a meeting called to consider a merger, consolidation, share exchange or
division, to each shareholder of record not entitled to vote at the meeting) called to consider a fundamental change under 15
Pa.C.S. Chapter 19 or (2) five days prior to the day named for the meeting in any other case. If the secretary neglects or refuses
to give notice of a meeting, the person or persons calling the meeting may do so. In the case of a special meeting of shareholders,
the notice shall specify the general nature of the business to be transacted.
(b) Notice of Action by Shareholders
on Bylaws.--In the case of a meeting of shareholders that has as one of its purposes action on the bylaws, written notice shall
be given to each shareholder that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment or
repeal of the bylaws. There shall be included in, or enclosed with, the notice a copy of the proposed amendment or a summary of
the changes to be effected thereby.
(c) Notice of Action by Shareholders
on Fundamental Change.--In the case of a meeting of the shareholders that has as one of its purposes action with respect to
any fundamental change under 15 Pa.C.S. Chapter 19, each shareholder shall be given, together with written notice of the meeting,
a copy or summary of the amendment or plan to be considered at the meeting in compliance with the provisions of Chapter 19.
(d) Notice of Action by Shareholders
Giving Rise to Dissenters Rights.--In the case of a meeting of the shareholders that has as one of its purposes action that
would give rise to dissenters rights under the provisions of 15 Pa.C.S. Subchapter 15D, each shareholder shall be given, together
with written notice of the meeting:
(1) a
statement that the shareholders have a right to dissent and obtain payment of the fair value of their shares by complying with
the provisions of Subchapter 15D (relating to dissenters rights); and
(2)
a copy of Subchapter 15D.
Section 2.04. Waiver
of Notice.
(a) Written Waiver.--Whenever
any written notice is required to be given under the provisions of the Business Corporation Law, the articles or these bylaws,
a waiver thereof in writing, signed 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 the 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.
(b) Waiver by Attendance.--Attendance
of a person at any meeting shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully
called or convened.
Section 2.05. Modification
of Proposal Contained in Notice.--Whenever the language of a proposed resolution is included in a written notice of a meeting
required to be given under the provisions of the Business Corporation Law or the articles or these bylaws, the meeting considering
the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose.
Section 2.06. Exception
to Requirement of Notice.
(a) General Rule.--Whenever
any notice or communication is required to be given to any person under the provisions of the Business Corporation Law or by the
articles or these bylaws or by the terms of any agreement or other instrument or as a condition precedent to taking any corporate
action and communication with that person is then unlawful, the giving of the notice or communication to that person shall not
be required.
(b) 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.
Section 2.07. Use of
Conference Telephone and Similar Equipment.--Any director may participate in any meeting of the board of directors, and the
board of directors may provide by resolution with respect to a specific meeting or with respect to a class of meetings that one
or more persons may participate in a meeting of the shareholders of the corporation, by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting
pursuant to this section shall constitute presence in person at the meeting.
ARTICLE III
Shareholders
Section 3.01. Place of
Meeting.--All meetings of the shareholders of the corporation shall be held at the registered office of the corporation or
such other place as may be designated by the board of directors in the notice of a meeting.
Section 3.02. Annual
Meeting.--The board of directors may fix and designate the date and time of the annual meeting of the shareholders, but if
no such date and time is fixed and designated by the board, the meeting for any calendar year shall be held on the fourth Wednesday
in April in such year, if not a legal holiday under the laws of Pennsylvania, and, if a legal holiday, then on the next succeeding
business day, not a Saturday, at 1:30 o'clock P.M., and at said meeting the shareholders then entitled to vote shall elect directors
and shall transact such other business as may properly be brought before the meeting. If the annual meeting shall not have been
called and held within six months after the designated time, any shareholder may call the meeting at any time thereafter.
Section 3.03. Special
Meetings.--Special meetings of the shareholders may be called at any time by the chairman of the board, if there be one, or
by resolution of the board of directors, which may fix the date, time and place of the meeting. If the chairman of the board or
the board does not fix the date, time or place of the meeting, it shall be the duty of the secretary to do so. A date fixed by
the secretary shall not be more than 60 days after the date of the receipt of the request from the chairman of the board or adoption
of the resolution of the board calling the special meeting. A special meeting of shareholders may also be called by shareholders
to the extent permitted by the articles and in compliance with subsection (b).
(b) Shareholder Petition.
(1) A shareholder
or shareholders entitled to cast at least the percentage of votes specified in the Corporation’s articles as calculated below
in this subsection (b) (the "Requisite Percentage") may call a special meeting of shareholders by delivering to the secretary
of the corporation a written petition (a "Special Meeting Request") signed and dated by (or by a duly authorized agent
of) each shareholder (each shareholder a "Requesting Shareholder") that includes:
(A) a brief description
of the business to be conducted at the special meeting (including without limitation the text, if any, of the business, including
without limitation the text of any proposal, the text of any resolutions proposed for consideration and, if the business includes
a proposal to amend these bylaws, the text of the proposed amendment), and the reasons for conducting the business at a special
meeting;
(B) the name(s)
of any director nominee(s), if any;
(C) the name
and address of (1) each Requesting Shareholder who has signed the Special Meeting Request and (2) each beneficial owner, if any,
on whose behalf the Special Meeting Request is made;
(D) evidence
of the class and number of shares of capital stock of the Corporation that are held of record and/or beneficially owned by each
Requesting Shareholder, including without limitation documentary evidence that the Requesting Shareholders in the aggregate owned
shares of capital stock of the Corporation that have a combined Net Long Beneficial Ownership (as defined below) of at least the
Requisite Percentage of votes at the close of business on the date of the Special Meeting Request, provided, however, that if any
Requesting Shareholder is not the beneficial owner of the shares of capital stock of the Corporation listed as owned by the Requesting
Shareholder on the Special Meeting Request (with respect to the Requesting Shareholder, the “Identified Shares”), then
to be valid, the Special Meeting Request must also include documentary evidence (or, if not simultaneously provided with the Special
Meeting Request, the documentary evidence must be delivered to the secretary of the corporation within 10 business days after the
date on which the Special Meeting Request is delivered to the secretary) that the beneficial owner on whose behalf the Special
Meeting Request is made beneficially owned the Identified Shares at the close of business on the date of the Special Meeting Request;
(E) a description
of any material interest of each Requesting Shareholder (and each beneficial owner, if any, of Identified Shares on whose behalf
a Special Meeting Request is made (each beneficial owner a “Requesting Beneficial Owner”)) in the business specified
in the Special Meeting Request;
(F) a description
of any agreement, arrangement or understanding (including without limitation, regardless of the form of settlement, any derivatives,
long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation
or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other
agreement, arrangement or understanding that has been made, the effect or intent of which is to create or mitigate loss to, to
manage risk or benefit of share price changes for, or to increase or decrease the voting power of, the voting securities of the
Corporation owned by any Requesting Shareholder or any Requesting Beneficial Owner that will be a “participant in a solicitation”
(as such term is defined in Schedule 14A to Regulation 14A under the Securities Exchange Act of 1934 (the "Exchange Act"))
(a Requesting Shareholder or Requesting Beneficial Owner that is such a participant, a "Soliciting Shareowner") with
respect to the requested special meeting;
(G) a representation
that the Requesting Shareholder intends to appear in person or by proxy at the requested special meeting to bring the business
specified in the Special Meeting Request before the special meeting;
(H) any other
information relating to each Soliciting Shareowner and to each director nominee or other proposed business that would be required
to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies in support
of the director nominee or proposed business pursuant to Section 14 of the Exchange Act, including without limitation all information
relating to each director nominee, if any, that is required to be disclosed in solicitations of proxies for election of directors
(including without limitation the nominee’s written consent to being named in the proxy statement as a nominee and to serving
as a director if elected); and
(I) such other
information relating to any proposed item of business as the Corporation may reasonably require, including without limitation to
determine whether the proposed item of business is a proper matter for shareholder action.
(2) Each Special
Meeting Request must include or be accompanied by an agreement by each Requesting Shareholder and each Requesting Beneficial Owner,
if any, to notify the secretary of the corporation promptly in the event of any decrease in the number of shares of capital stock
of the Corporation held by the Requesting Shareholder or Requesting Beneficial Owner following the delivery of the Special Meeting
Request and prior to the requested special meeting, and an acknowledgement that any such decrease shall be deemed to be a revocation
of the Special Meeting Request by the Requesting Shareholder or Requesting Beneficial Owner to the extent of the reduction. Any
Requesting Shareholder also may revoke his, her or its Special Meeting Request at any time prior to the requested special meeting
by written revocation delivered to the Corporate Secretary.
(3) No later
than ten calendar days after the record date for the special meeting, each Requesting Shareholder and each Requesting Beneficial
Owner, if any, shall supplement the information required by this subsection (b) to disclose the information as of the record date.
(4) It shall
be the duty of the secretary of the corporation to fix the date and time of any shareholder requested special meeting, which shall
be held not more than 90 calendar days after the secretary’s receipt of a Special Meeting Request that complies with this
subsection (b). If at any time the unrevoked (whether by specific written revocation or by a reduction in the number of shares
of capital stock of the Corporation held by one or more Requesting Shareholders or Requesting Beneficial Owners) valid Special
Meeting Requests for a special meeting do not represent in the aggregate shares of capital stock of the Corporation having a Net
Long Beneficial Ownership of at least the Requisite Percentage of votes, the board of directors may, in its discretion, cancel
the special meeting.
(5) Notwithstanding
any other provision of this subsection (b), a special meeting requested by a shareholder shall not be held if:
(A) the Special
Meeting Request does not comply with this section;
(B) the Special
Meeting Request relates to an item of business that is not a proper subject for shareholder action under applicable law;
(C) the Special
Meeting Request is received by the secretary of the corporation during the period commencing 90 calendar days prior to the first
anniversary of the date of the immediately preceding annual meeting of shareholders and ending on the date of the next annual meeting
of shareholders;
(D) an annual
or special meeting of shareholders that included an identical or substantially similar item of business (“Similar Business”)
was held not more than 120 calendar days before the Special Meeting Request was received by the secretary;
(E) the board
of directors has called or calls an annual or special meeting of shareholders to be held within 90 calendar days after the Special
Meeting Request is received by the secretary and the business to be conducted at such meeting includes Similar Business; or
(F) the Special
Meeting Request was made in a manner that involved a violation of the Exchange Act or other applicable law.
For purposes of this subsection (b)(5),
the nomination, election or removal of directors shall be deemed to be Similar Business with respect to all items of business involving
the nomination, election or removal of directors, changing the size of the board of directors and filling of vacancies on the board
of directors, including without limitation vacancies resulting from any increase in the number of directors designated by the board
of directors.
(6) In determining
whether a special meeting has been requested by shareholders in the aggregate having a Net Long Beneficial Ownership of at least
the Requisite Percentage of votes, multiple Special Meeting Requests delivered to the secretary of the corporation will be considered
together only if:
(A) each Special
Meeting Request identifies substantially the same purpose or purposes of the special meeting and substantially the same matters
proposed to be acted on at the special meeting (in each case as determined in good faith by the board of directors); and
(B) the Special
Meeting Requests have been dated and delivered to the secretary within 60 calendar days of the earliest dated Special Meeting Request.
(7) If
none of the Requesting Shareholders appears (or sends a duly authorized agent) to present the business to be presented for
consideration at a special meeting that was specified in the relevant Special Meeting Request, the Corporation need not
present the business for a vote at the special meeting.
(8) The board
of directors shall determine in good faith whether the requirements set forth in this subsection (b) have been satisfied. Nothing
contained in this section shall prohibit the board of directors from submitting any matter to the shareholders at any special meeting
requested by shareholders.
(9) "Net
Long Beneficial Ownership" shall mean those shares of common stock of the Corporation as to which the Requesting Shareholder
or Requesting Beneficial Owner possesses (a) the sole power to vote or direct the voting, (b) the sole economic incidents of ownership
(including the sole right to profits and the sole risk of loss) and (c) the sole power to dispose of or direct the disposition;
provided that the number of shares calculated in accordance with the preceding clauses (a), (b) and (c) shall not include any securities
that, directly or indirectly, underlie any "derivative security" (as such term is defined in Rule 16a-1(c) under the
Exchange Act) that constitutes a "call equivalent position" (as such term is defined in Rule 16a-1(b) under the Exchange
Act) and that is, directly or indirectly, held or maintained by a Requesting Shareholder or Requesting Beneficial Owner with respect
to any shares of any class or series of shares of the Corporation.
(c) Determination of Propriety of Business.
Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at a special meeting except in accordance
with the procedures set forth in this section or in Section 3.16. To be properly brought before a special meeting, any proposed
business must be (i) specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the board
of directors, (ii) otherwise properly brought before the meeting by or at the direction of the board of directors, or (iii) in
the case of a special meeting of shareholders called by shareholders as provided in subsection (b), otherwise properly brought
before the meeting in compliance with subsection (b). The presiding officer of a meeting may, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section,
and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting
shall not be transacted. Any decision by the presiding officer of the meeting made in good faith shall be conclusive and binding
upon all shareholders of the corporation for any purpose.
Section 3.04. Quorum
and Adjournment.
(a) General Rule.--A meeting of
shareholders of the corporation duly called shall not be organized for the transaction of business unless a quorum is present.
The presence of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a
particular matter to be acted upon at the meeting shall constitute a quorum for the purposes of consideration and action on the
matter. Shares of the corporation owned, directly or indirectly, by it and controlled, directly or indirectly, by the board of
directors of this corporation, as such, shall not be counted in determining the total number of outstanding shares for quorum purposes
at any given time.
(b) Withdrawal of a Quorum.--The
shareholders present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.
(c) Adjournments Generally.--Any
regular or special meeting of the shareholders, including one at which directors are to be elected and one which cannot be organized
because a quorum has not attended, may be adjourned for such period and to such place as the shareholders present and entitled
to vote shall direct.
(d) Electing Directors at Adjourned
Meeting.--Those shareholders entitled to vote who attend a meeting called for the election of directors that has been previously
adjourned for lack of a quorum, although less than a quorum as fixed in this section, shall nevertheless constitute a quorum for
the purpose of electing directors.
(e) Other Action in Absence of Quorum.--Those
shareholders entitled to vote who attend a meeting of shareholders that has been previously adjourned for one or more periods aggregating
at least 15 days because of an absence of a quorum, although less than a quorum as fixed in this section, shall nevertheless constitute
a quorum for the purpose of acting upon any matter set forth in the notice of the meeting if the notice states that those shareholders
who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matter.
Section 3.05. Action
by Shareholders.
(a) Except as otherwise
provided in the Business Corporation Law or the articles or these bylaws, whenever any corporate action is to be taken by vote
of the shareholders of the corporation, it 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.
(b) Except as otherwise
provided in the Business Corporation Law or the articles or these bylaws, any action required or permitted to be taken at a meeting
of the shareholders may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto by all
of the shareholders who would be entitled to vote at a meeting for such purpose shall be filed with the secretary of the corporation.
Section 3.06. Organization.--At
every meeting of the shareholders, the chairman of the board, if there be one, or, in the case of vacancy in office or absence
of the chairman of the board, one of the following persons present in the order stated: the vice chairman of the board, if there
be one, the president, the vice presidents in their order of rank and seniority, or a person chosen by vote of the shareholders
present, shall act as chairman of the meeting. The secretary or an assistant secretary, or, a person appointed by the chairman
of the meeting, shall act as secretary of the meeting.
Section 3.07. Voting
Rights of Shareholders.--Unless otherwise provided in the articles, every shareholder of the corporation shall be entitled
to one vote for every share standing in the name of the shareholder on the books of the corporation.
Section 3.08. Voting
and Other Action by Proxy.
(a) General Rule.--
(1) Every
shareholder entitled to vote at a meeting of shareholders may authorize another person to act for the shareholder by proxy.
(2) The
presence of, or vote or other action at a meeting of shareholders by, a proxy of a shareholder shall constitute the presence of,
or vote or action by, the shareholder.
(3) Where
two or more proxies of a shareholder are present, the corporation shall, unless otherwise expressly provided in the proxy, accept
as the vote of all shares represented thereby the vote cast by a majority of them and, if a majority of the proxies cannot agree
whether the shares represented shall be voted or upon the manner of voting the shares, the voting of the shares shall be divided
equally among those persons.
(b) Execution and Filing.--Every
proxy shall be executed in writing by the shareholder or by the duly authorized attorney-in-fact of the shareholder and filed with
the secretary of the corporation. A telegram, telex, cablegram, datagram or similar transmission from a shareholder or attorney-in-fact,
or a photographic, facsimile or similar reproduction of a writing executed by a shareholder or attorney-in-fact:
(1) may
be treated as properly executed for purposes of this subsection; and
(2) shall
be so treated if it sets forth a confidential and unique identification number or other mark furnished by the corporation to the
shareholder for the purposes of a particular meeting or transaction.
(c) Revocation.--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 written notice thereof has been given to the secretary of
the corporation. An unrevoked proxy shall not be valid after three years from the date of its execution unless a longer time is
expressly provided therein. 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 the death or incapacity is given to the secretary of the corporation.
(d) Expenses.--The corporation
shall pay the reasonable expenses of solicitation of votes, proxies or consents of shareholders by or on behalf of the board of
directors or its nominees for election to the board, including solicitation by professional proxy solicitors and otherwise.
Section 3.09. Voting
by Fiduciaries and Pledgees.--Shares of the corporation standing in the name of a trustee or other fiduciary and shares held
by an assignee for the benefit of creditors or by a receiver may be voted by the trustee, fiduciary, assignee or receiver. A shareholder
whose shares are pledged shall be entitled to vote the shares until the shares have been transferred into the name of the pledgee,
or a nominee of the pledgee, but nothing in this section shall affect the validity of a proxy given to a pledgee or nominee.
Section 3.10. Voting
by Joint Holders of Shares.
(a) General Rule.--Where shares
of the corporation are held jointly or as tenants in common by two or more persons, as fiduciaries or otherwise:
(1) if
only one or more of such persons is present in person or by proxy, all of the shares standing in the names of such persons shall
be deemed to be represented for the purpose of determining a quorum and the corporation shall accept as the vote of all the shares
the vote cast by a joint owner or a majority of them; and
(2) if
the persons are equally divided upon whether the shares held by them shall be voted or upon the manner of voting the shares, the
voting of the shares shall be divided equally among the persons without prejudice to the rights of the joint owners or the beneficial
owners thereof among themselves.
(b) Exception.--If there has been
filed with the secretary of the corporation a copy, certified by an attorney at law to be correct, of the relevant portions of
the agreement under which the shares are held or the instrument by which the trust or estate was created or the order of court
appointing them or of an order of court directing the voting of the shares, the persons specified as having such voting power in
the document latest in date of operative effect so filed, and only those persons, shall be entitled to vote the shares but only
in accordance therewith.
Section 3.11. Voting
by Corporations.
(a) Voting by Corporate Shareholders.--Any
corporation that is a shareholder of this corporation may vote at meetings of shareholders of this corporation by any of its officers
or agents, or by proxy appointed by any officer or agent, unless some other person, by resolution of the board of directors of
the other corporation or a provision of its articles or bylaws, a copy of which resolution or provision certified to be correct
by one of its officers has been filed with the secretary of this corporation, is appointed its general or special proxy in which
case that person shall be entitled to vote the shares.
(b) Controlled Shares.--Shares
of this corporation owned, directly or indirectly, by it and controlled, directly or indirectly, by the board of directors of this
corporation, as such, shall not be voted at any meeting and shall not be counted in determining the total number of outstanding
shares for voting purposes at any given time.
Section 3.12. Determination
of Shareholders of Record.
(a) Fixing Record Date.--The board
of directors may fix a time prior to the date of any meeting of shareholders as a record date for the determination of the shareholders
entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall be not more than
90 days prior to the date of the meeting of shareholders. Only shareholders of record on the date fixed shall be so entitled notwithstanding
any transfer of shares on the books of the corporation after any record date fixed as provided in this subsection. The board of
directors may similarly fix a record date for the determination of shareholders of record for any other purpose. When a determination
of shareholders of record has been made as provided in this section for purposes of a meeting, the determination shall apply to
any adjournment thereof unless the board fixes a new record date for the adjourned meeting.
(b) Determination When a Record Date is Not Fixed.--If
a record date is not fixed:
(1) The
record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of
business on the day next preceding the day on which notice is given.
(2) The
record date for determining shareholders for any other purpose shall be at the close of business on the day on which the board
of directors adopts the resolution relating thereto.
(c) Certification by Nominee.--The
board of directors may adopt a procedure whereby a shareholder of the corporation may certify in writing to the corporation that
all or a portion of the shares registered in the name of the shareholder are held for the account of a specified person or persons.
Upon receipt by the corporation of a certification complying with the procedure, the persons specified in the certification shall
be deemed, for the purposes set forth in the certification, to be the holders of record of the number of shares specified in place
of the shareholder making the certification.
Section 3.13. Voting
Lists.
(a) General Rule.--The officer
or agent having charge of the transfer books for shares of the corporation shall make a complete list of the shareholders entitled
to vote at any meeting of shareholders, arranged in alphabetical order, with the address of and the number of shares held by each.
The list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes thereof except that if the corporation has 5,000 or more shareholders, in
lieu of the making of the list, the corporation may make the information therein available at the meeting by any other means.
(b) Effect of List.--Failure to
comply with the requirements of this section shall not affect the validity of any action taken at a meeting prior to a demand at
the meeting by any shareholder entitled to vote thereat to examine the list. The original share register or transfer book, or a
duplicate thereof kept in the Commonwealth of Pennsylvania, shall be prima facie evidence as to who are the shareholders entitled
to examine the list or share register or transfer book or to vote at any meeting of shareholders.
Section 3.14. Judges
of Election.
(a) Appointment.--In advance of
any meeting of shareholders of the corporation, the board of directors may appoint judges of election, who need not be shareholders,
to act at the meeting or any adjournment thereof. If judges of election are not so appointed, the presiding officer of the meeting
may, and on the request of any shareholder shall, appoint judges of election at the meeting. The number of judges shall be one
or three. A person who is a candidate for an office to be filled at the meeting shall not act as a judge.
(b) Vacancies.--In case any person
appointed as a judge fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the board of
directors in advance of the convening of the meeting or at the meeting by the presiding officer thereof.
(c) Duties.--The judges of election
shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence
of a quorum, and the authenticity, validity and effect of proxies, receive votes or ballots, hear and determine all challenges
and questions in any way arising in connection with nominations by shareholders or the right to vote, count and tabulate all votes,
determine the result and do such acts as may be proper to conduct the election or vote with fairness to all shareholders. The judges
of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical.
If there are three judges of election, the decision, act or certificate of a majority shall be effective in all respects as the
decision, act or certificate of all.
(d) Report.--On request of the
presiding officer of the meeting or of any shareholder, the judges shall make a report in writing of any challenge or question
or matter determined by them, and execute a certificate of any fact found by them. Any report or certificate made by them shall
be prima facie evidence of the facts stated therein.
Section 3.15. Minors
as Securityholders.--The corporation may treat a minor who holds shares or obligations of the corporation as having capacity
to receive and to empower others to receive dividends, interest, principal and other payments or distributions, to vote or express
consent or dissent and to make elections and exercise rights relating to such shares or obligations unless, in the case of payments
or distributions on shares, the corporate officer responsible for maintaining the list of shareholders or the transfer agent of
the corporation or, in the case of payments or distributions on obligations, the treasurer or paying officer or agent has received
written notice that the holder is a minor.
Section 3.16. Nominations
for Election of Directors.--Except as otherwise provided in or fixed by or pursuant to the provisions of Article V of the articles
of incorporation, nominations for the election of directors may be made by the board of directors or a committee appointed by the
board of directors or by any shareholder entitled to vote in the election of directors generally. However, any shareholder entitled
to vote in the election of directors generally may nominate one or more persons for election as directors at a meeting only if
written notice (meeting the requirements hereinafter set forth) of such shareholder's intent to make such nomination or nominations
has been given by the shareholder and received by the secretary of the corporation in the manner and within the time specified
by this Section. The notice shall be delivered to the secretary of the corporation not later than (i) with respect to an election
to be held at an annual meeting of shareholders, 75 days in advance of the date of such meeting; provided, however,
that in the event that less than 85 days' notice or prior public disclosure of the date of the annual meeting is given, notice
from the shareholders to be timely must be received not later than the tenth day following the date on which such notice of the
date of the annual meeting was mailed or such public disclosure was made, whichever first occurs, and (ii) with respect to an election
to be held at a special meeting of shareholders for the election of directors, the close of business on the earlier of (A) the
seventh day following the date on which notice of such meeting is first given to shareholders or (B) the fourth day prior to the
meeting. In lieu of delivery to the secretary, the notice may be mailed to the secretary by certified mail, return receipt requested,
but shall be deemed to have been given only upon actual receipt by the secretary. Each such notice shall set forth: (a) the name
and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation
that the shareholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements
or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by the shareholder; (d) such other information regarding each nominee proposed
by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities
and Exchange Commission had proxies been solicited with respect to such nominee by the management or board of directors of the
corporation; and (e) the consent of each nominee to serve as a director of the corporation if so elected. If a judge or judges
of election shall not have been appointed pursuant to these bylaws, the presiding officer of the meeting may, if the facts warrant,
determine and declare to the meeting that any nomination made at the meeting was not made in accordance with the procedures of
this Section and, in such event, the nomination shall be disregarded. Any decision by the presiding officer of the meeting made
in good faith shall be conclusive and binding upon all shareholders of the corporation for any purpose.
Section 3.17. Other Business
to be Transacted.--Except as otherwise provided in Section 3.16 of these bylaws, at any annual meeting of shareholders, only
such business as is properly brought before the meeting in accordance with this Section may be transacted. To be properly brought
before an annual meeting, any proposed business that is to be brought pursuant to this Section must be (i) specified in the notice
of the meeting (or any supplement thereto) given by or at the direction of the board of directors, (ii) otherwise properly brought
before the meeting by or at the direction of the board of directors, or (iii) otherwise properly brought before the meeting by
a shareholder (x) who is a shareholder of record on the date of giving notice provided for in these bylaws and on the record date
for the determination of shareholders entitled to vote at such annual meeting, and (y) who complies with the notice provisions
set forth in this Section. For business to be properly brought before an annual meeting by a shareholder, the shareholder must
have given timely notice thereof in writing to the secretary of the corporation. To be timely, a shareholder's notice must be delivered
to the secretary of the corporation not later than 75 days in advance of the date of such meeting; provided, however,
that in the event that less than 85 days' notice or prior public disclosure of the date of the annual meeting is given, notice
from the shareholders to be timely must be received not later than the tenth day following the date on which such notice of the
date of the annual meeting was mailed or such public disclosure was made, whichever first occurs. In lieu of delivery to the secretary,
the notice may be mailed to the secretary by certified mail, return receipt requested, but shall be deemed to have been given only
upon actual receipt by the secretary. A shareholder's notice to the secretary of the corporation, as required by this Section,
shall set forth as to each matter the shareholder proposes to bring before the annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name
and record address of the shareholder proposing such business, (iii) the class, series and number of shares of the corporation's
stock which are beneficially owned by the shareholder, (iv) a description of all arrangements or understandings between such shareholder
and any other person or persons (including their names) in connection with the proposal of such business by such shareholder in
such business, (v) all other information which would be required to be included in a proxy statement or other filing required to
be filed with the Securities and Exchange Commission if, with respect to any such item of business, such shareholder were a participant
in a solicitation subject to Regulation 14A under the Securities Exchange Act of 1934, as amended, and (vi) a representation that
such shareholder intends to appear in person or by proxy at the annual meeting of shareholders to bring such business before the
meeting. Except as provided in Section 3.16 of these bylaws, notwithstanding anything in the bylaws to the contrary, no business
shall be conducted at any meeting of shareholders except in accordance with the procedures set forth in this Section, provided,
however, that nothing in this Section shall be deemed to preclude discussion by any shareholders of any business properly
brought before any such meeting. The presiding officer of a meeting may, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting in accordance with the provisions of this Section, and if he should so
determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.
Any decision by the presiding officer of the meeting made in good faith shall be conclusive and binding upon all shareholders of
the corporation for any purpose.
ARTICLE IV
Board of Directors
Section 4.01. Powers;
Personal Liability.
(a) General Rule.--Unless otherwise
provided by statute, all powers vested by law in the corporation shall be exercised by or under the authority of, and the business
and affairs of the corporation shall be managed under the direction of, the board of directors.
(b) Personal Liability of Directors.
(1) To
the fullest extent that the laws of the Commonwealth of Pennsylvania, as now in effect or as hereafter amended, permit elimination
or limitation of the liability of directors, no director of the corporation shall be personally liable for monetary damages as
such for any action taken, or any failure to take any action, as a director.
(2) Any
amendment or repeal of this Section 4.01 which has the effect of increasing directors' liability shall operate prospectively only,
and shall not affect any action taken, or any failure to act, prior to its adoption.
(The provisions of this subsection (b) were
first adopted by the shareholders of the corporation effective April 27, 1995.)
Section 4.02. Qualifications
and Selection of Directors.
(a) Qualifications.--Each director
of the corporation shall be a natural person of full age who need not be a resident of the Commonwealth of Pennsylvania or a shareholder
of the corporation.
(b) Election of Directors.--
In elections for directors, voting need not be by ballot, unless required by vote of the shareholders before the voting for the
election of directors begins. Directors shall be elected in the manner provided in the articles. If at any meeting of shareholders,
directors of more than one class are to be elected, each class of directors shall be elected in a separate election.
Section 4.03. Number
and Term of Office.
(a) Number.--The board of directors
shall consist of such number of directors, not less than six nor more than twenty, as may be determined from time to time by resolution
of the board of directors.
(b) Resignation.--Any director
may resign at any time upon written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation
or at such subsequent time as shall be specified in the notice of resignation.
(c) Term of Office.--Beginning
with the 2011 annual meeting of shareholders, all directors, including any directors previously elected for three-year terms, must
stand for election on an annual basis. Each director elected at or after the 2011 annual meeting of shareholders shall be elected
for a one-year term. Each director shall hold office until the next annual meeting and until a successor has been selected and
qualified or until his or her earlier death, resignation or removal.
Section 4.04. Vacancies.
(a) General Rule.--Vacancies in
the board of directors, including vacancies resulting from an increase in the number of directors, may be filled by a majority
vote of the remaining members of the board though less than a quorum, or by a sole remaining director, and each person so selected
shall be a director to serve until the next annual meeting and until a successor has been selected and qualified or until his or
her earlier death, resignation or removal.
(b) Action by Resigned Directors.--When
one or more directors resign from the board effective at a future date, the directors then in office, including those who have
so resigned, shall have power by the applicable vote to fill the vacancies, the vote thereon to take effect when the resignations
become effective.
Section 4.05. Removal
of Directors.
(a) Removal by the Shareholders.--Any
director may be removed from office, but only for cause. In case one or more directors are so removed, new directors may be elected
at the same meeting. The repeal of a provision of the articles or bylaws prohibiting, or the addition of a provision to the articles
or bylaws permitting, the removal by the shareholders of a director without assigning any cause shall not apply to any incumbent
director during the balance of the term for which the director was selected.
(b) Removal by the Board.--The
board of directors may declare vacant the office of a director who has been judicially declared of unsound mind or who has been
convicted of an offense punishable by imprisonment for a term of more than one year or if, within 60 days after notice of his or
her selection, the director does not accept the office either in writing or by attending a meeting of the board of directors.
Section 4.06. Place of
Meetings.--Meetings of the board of directors may be held at such place within or without the Commonwealth of Pennsylvania
as the board of directors may from time to time appoint or as may be designated in the notice of the meeting.
Section 4.07. Organization
of Meetings.--At every meeting of the board of directors, the chairman of the board, if there be one, or, in the case of a
vacancy in the office or absence of the chairman of the board, one of the following officers present in the order stated: the vice
chairman of the board, if there be one, the president, the vice presidents in their order of rank and seniority, or a person chosen
by a majority of the directors present, shall act as chairman of the meeting. The secretary or, in the absence of the secretary,
an assistant secretary, or, in the absence of the secretary and the assistant secretaries, any person appointed by the chairman
of the meeting, shall act as secretary of the meeting.
Section 4.08. Regular
Meetings.--Regular meetings of the board of directors shall be held at such time and place as shall be designated from time
to time by resolution of the board of directors.
Section 4.09. Special
Meetings.--Special meetings of the board of directors shall be held whenever called by the chairman or by two or more of the
directors.
Section 4.10. Quorum
of and Action by Directors.
(a) General Rule.--A majority
of the directors in office of the corporation shall be necessary to constitute a quorum for the transaction of business and 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.
(b) Action by Written Consent.--Any
action required or permitted to be taken at a meeting of the directors may be taken without a meeting if, prior or subsequent to
the action, a consent or consents thereto by all of the directors in office is filed with the secretary of the corporation.
(c) Notation of Dissent.--A director
of the corporation who is present at a meeting of the board of directors, or of a committee of the board, at which action on any
corporate matter is taken on which the director is generally competent to act, shall be presumed to have assented to the action
taken unless his or her dissent is entered in the minutes of the meeting or unless the director files his or her written dissent
to the action with the secretary of the meeting before the adjournment thereof or transmits the dissent in writing to the secretary
of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted
in favor of the action. Nothing in this section shall bar a director from asserting that minutes of the meeting incorrectly omitted
his or her dissent if, promptly upon receipt of a copy of such minutes, the director notifies the secretary, in writing, of the
asserted omission or inaccuracy.
Section 4.11. Executive
and Other Committees.
(a) Establishment and Powers.--The
board of directors may, by resolution adopted by a majority of the directors in office, establish one or more committees to consist
of one or more directors of the corporation. Any committee, to the extent provided in the resolution of the board of directors,
shall have and may exercise all of the powers and authority of the board of directors except that a committee shall not have any
power or authority as to the following:
(1) The
submission to shareholders of any action requiring approval of shareholders under the Business Corporation Law.
(2) The
creation or filling of vacancies in the board of directors.
(3) The
adoption, amendment or repeal of these bylaws.
(4) The
amendment or repeal of any resolution of the board that by its terms is amendable or repealable only by the board.
(5) Action
on matters committed by a resolution of the board of directors exclusively to another committee of the board.
(b) Alternate Committee Members.--The
board may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member
at any meeting of the committee or for the purposes of any written action by the committee. In the absence or disqualification
of a member and alternate member or members of a committee, the member or members thereof present at any meeting and not disqualified
from voting, whether or not constituting a quorum, may unanimously appoint another director to act at the meeting in the place
of the absent or disqualified member.
(c) Term.--Each committee of the
board shall serve at the pleasure of the board.
(d) Committee Procedures.--The
term "board of directors" or "board," when used in any provision of these bylaws relating to the organization
or procedures of or the manner of taking action by the board of directors, shall be construed to include and refer to any executive
or other committee of the board.
Section 4.12. Compensation.--The
board of directors shall have the authority to fix the compensation of directors for their services as directors and a director
may be a salaried officer of the corporation.
ARTICLE V
Officers
Section 5.01. Officers
Generally.
(a) Number, Qualifications and Designation.--The
officers of the corporation shall be a president, one or more vice presidents, a secretary, a treasurer, and such other officers
as may be elected in accordance with the provisions of Section 5.03. Officers may but need not be directors or shareholders of
the corporation. The president and secretary shall be natural persons of full age. The treasurer may be a corporation, but if a
natural person shall be of full age. The board of directors may elect from among the members of the board a chairman of the board
and a vice chairman of the board who may be officers of the corporation. Any number of offices may be held by the same person.
(b) Bonding.--The corporation
may secure the fidelity of any or all of its officers by bond or otherwise.
(c) Standard of Care.--In lieu
of the standards of conduct otherwise provided by law, officers of the corporation shall be subject to the same standards of conduct,
including standards of care and loyalty and rights of justifiable reliance, as shall at the time be applicable to directors of
the corporation. An officer of the corporation shall not be personally liable, as such, to the corporation or its shareholders
for monetary damages (including, without limitation, any judgment, amount paid in settlement, penalty, punitive damages or expense
of any nature (including, without limitation, attorneys' fees and disbursements)), for any action taken, or any failure to take
any action, unless the officer has breached or failed to perform the duties of his or her office under the articles of incorporation,
these bylaws, or the applicable provisions of law and the breach or failure to perform constitutes self-dealing, willful misconduct
or recklessness. The provisions of this subsection shall not apply to the responsibility or liability of an officer pursuant to
any criminal statute or for the payment of taxes pursuant to local, state or federal law.
Section 5.02. Election,
Term of Office and Resignations.
(a) Election and Term of Office.--The
officers of the corporation, except those elected by delegated authority pursuant to Section 5.03, shall be elected annually by
the board of directors, and each such officer shall hold office for a term of one year and until a successor has been selected
and qualified or until his or her earlier death, resignation or removal.
(b) Resignations.--Any officer
may resign at any time upon written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation
or at such subsequent time as may be specified in the notice of resignation.
Section 5.03. Subordinate
Officers, Committees and Agents.--The board of directors may from time to time elect such other officers and appoint such committees,
employees or other agents as the business of the corporation may require, including one or more assistant secretaries, and one
or more assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are
provided in these bylaws, or as the board of directors may from time to time determine. The board of directors may delegate to
any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees
thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.
Section 5.04. Removal
of Officers and Agents.--Any officer or agent of the corporation may be removed by the board of directors with or without cause.
The removal shall be without prejudice to the contract rights, if any, of any person so removed. Election or appointment of an
officer or agent shall not of itself create contract rights.
Section 5.05. Vacancies.--A
vacancy in any office because of death, resignation, removal, disqualification, or any other cause, may be filled by the board
of directors or by the officer or committee to which the power to fill such office has been delegated pursuant to Section 5.03,
as the case may be, and if the office is one for which these bylaws prescribe a term, shall be filled for the unexpired portion
of the term.
Section 5.06. Authority.
(a) General Rule.--All officers
of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management
of the corporation as may be provided by or pursuant to resolutions or orders of the board of directors or, in the absence of controlling
provisions in the resolutions or orders of the board of directors, as may be determined by or pursuant to these bylaws.
(b) Chief Executive Officer.--The
chairman of the board or the president, as designated from time to time by the board of directors, shall be the chief executive
officer of the corporation.
Section 5.07. The Chairman
and Vice Chairman of the Board.--The chairman of the board or in the absence of the chairman, the vice chairman of the board,
or in the absence of a chairman or vice chairman of the Board, a chairman appointed at the meeting, shall preside at meetings of
the shareholders and of the board of directors, and shall perform such other duties as may from time to time be requested by the
board of directors.
Section 5.08. The President.--The
president shall have general supervision over the business and operations of the corporation, subject however, to the control of
the board of directors and the chairman of the board, if the chairman is not also the president. The president shall sign, execute,
and acknowledge, in the name of the corporation, deeds, mortgages, bonds, contracts or other instruments, authorized by the board
of directors, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors, or
by these bylaws, to some other officer or agent of the corporation; and, in general, shall perform all duties incident to the office
of president and such other duties as from time to time may be assigned by the board of directors and the chairman of the board,
if the chairman is not also the president.
Section 5.09. The Vice
Presidents.--The vice presidents shall perform the duties of the president in the absence of the president and such other duties
as may from time to time be assigned to them by the board of directors or the president.
Section 5.10. The Secretary.--The
secretary or an assistant secretary shall attend all meetings of the shareholders and of the board of directors and all committees
thereof and shall record all the votes of the shareholders and of the directors and the minutes of the meetings of the shareholders
and of the board of directors and of committees of the board in a book or books to be kept for that purpose; shall see that notices
are given and records and reports properly kept and filed by the corporation as required by law; shall be the custodian of the
seal of the corporation and see that it is affixed to all documents to be executed on behalf of the corporation under its seal;
and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be
assigned by the board of directors or the president.
Section 5.11. The Treasurer.--The
treasurer or an assistant treasurer shall have or provide for the custody of the funds or other property of the corporation; shall
collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the corporation;
shall deposit all funds in his or her custody as treasurer in banks or other places of deposit; shall, whenever so required by
the board of directors, render an account showing all transactions as treasurer, and the financial condition of the corporation;
and, in general, shall discharge such other duties as may from time to time be assigned by the board of directors or the president.
Section 5.12. Salaries.--The
salaries or other compensation of the officers elected by the board of directors shall be fixed from time to time by the board
of directors or in such manner as the board of directors shall from time to time provide. The salaries or other compensation of
any other officers, employees and other agents shall be fixed from time to time by the officer or committee to which the power
to elect such officers or to retain or appoint such employees or other agents has been delegated pursuant to Section 5.03. No officer
shall be prevented from receiving such salary or other compensation by reason of the fact that the officer is also a director of
the corporation.
ARTICLE VI
Capital Stock
Section 6.01. Share Certificates.
(a) Form of Certificates.—Any
or all classes and series of shares of the corporation, or any part thereof, may be represented by uncertificated shares to the
extent determined by the board of directors, except as otherwise required by law or the articles. To the extent that certificates
for shares of the corporation are issued, such certificates shall be in such form as approved by the board of directors, and shall
state that the corporation is incorporated under the laws of the Commonwealth of Pennsylvania, the name of the person to whom issued,
and the number and class of shares and the designation of the series (if any) that the certificate represents. If the corporation
is authorized to issue shares of more than one class or series, certificates for shares of the corporation shall set forth upon
the face or back of the certificate (or shall state on the face or back of the certificate that the corporation will furnish to
any shareholder upon request and without charge), a full or summary statement of the designations, voting rights, preferences,
limitations and special rights of the shares of each class or series authorized to be issued so far as they have been fixed and
determined and the authority of the board of directors to fix and determine the designations, voting rights, preferences, limitations
and special rights of the classes and series of shares of the corporation.
(b) Share Register.--The share
register or transfer books and blank share certificates shall be kept by the secretary or by any transfer agent or registrar designated
by the board of directors for that purpose.
(c) Issuance.--The share certificates
of the corporation shall be numbered and registered in the share register or transfer books of the corporation as they are issued.
They shall be executed in such manner as the board of directors shall determine.
Section 6.02. Transfer.--Transfers
of shares shall be made on the share register or transfer books of the corporation only by the record holder of such shares, or
by attorney lawfully constituted in writing, and, in the case of shares represented by a certificate, upon surrender of the certificate
therefor, endorsed by the person named in the certificate or by an attorney lawfully constituted in writing.
Section 6.03. Record
Holder of Shares.--The corporation shall be entitled to treat the person in whose name any share or shares of the corporation
stand on the books of the corporation as the absolute owner thereof, and shall not be bound to recognize any equitable or other
claim to, or interest in, such share or shares on the part of any other person.
Section 6.04. Lost, Destroyed
or Mutilated Certificates.--The holder of any shares of the corporation shall immediately notify the corporation of any loss,
destruction or mutilation of the certificate therefor, and the board of directors may, in its discretion, cause a new certificate
or certificates to be issued to such holder, in case of mutilation of the certificate, upon the surrender of the mutilated certificate
or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, if the board of
directors shall so determine, the deposit of a bond in such form and in such sum, and with such surety or sureties, as it may direct.
ARTICLE VII
Indemnification of Directors, Officers
and Other Authorized Representatives
(The provisions of this Article VII were first adopted by the
shareholders of the corporation effective April 27, 1995.)
| | Section 7.01. Indemnification of Directors and Officers. |
(a) Right to Indemnification.--Except
as prohibited by law, every director and officer of the corporation shall be entitled as of right to be indemnified by the corporation
against reasonable expense and any liability paid or incurred by such person in connection with any actual or threatened claim,
action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the
corporation or otherwise, in which he or she may be involved, as a party or otherwise, by reason of such person being or having
been a director or officer of the corporation or by reason of the fact that such person is or was serving at the request of the
corporation as a director, officer, employee, fiduciary or other representative of another corporation, partnership, joint venture,
trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as "action").
Such indemnification shall include the right to have expenses incurred by such person in connection with an action paid in advance
by the corporation prior to final disposition of such action, subject to such conditions as may be prescribed by law. Persons who
are not directors or officers of the corporation may be similarly indemnified in respect of service to the corporation or to another
such entity at the request of the corporation to the extent the board of directors at any time denominates such person as entitled
to the benefits of this Section 7.01. As used herein, "expense" shall include fees and expenses of counsel selected by
such person; and "liability" shall include amounts of judgments, excise taxes, fines and penalties, and amounts paid
in settlement.
(b) Right of Claimant to Bring Suit.--If
a claim under paragraph (a) of this Section 7.01 is not paid in full by the corporation within thirty days after a written claim
has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the
unpaid amount of the claim, and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense
of prosecuting such claim. It shall be a defense to any such action that the conduct of the claimant was such that under Pennsylvania
law the corporation would be prohibited from indemnifying the claimant for the amount claimed, but the burden of proving such defense
shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel
and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant
is proper in the circumstances because the conduct of the claimant was not such that indemnification would be prohibited by law,
nor an actual determination by the corporation (including its board of directors, independent legal counsel or its shareholders)
that the conduct of the claimant was such that indemnification would be prohibited by law, shall be a defense to the action or
create a presumption that the conduct of the claimant was such that indemnification would be prohibited by law.
(c) Insurance and Funding.--The
corporation may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any
liability or expense asserted or incurred by such person in connection with any action, whether or not the corporation would have
the power to indemnify such person against such liability or expense by law or under the provisions of this Section 7.01. The corporation
may create a trust fund, grant a security interest, cause a letter of credit to be issued or use other means (whether or not similar
to the foregoing) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.
(d) Non-Exclusivity; Nature and Extent
of Rights.--The right of indemnification provided for herein (1) shall not be deemed exclusive of any other rights, whether
now existing or hereafter created, to which those seeking indemnification hereunder may be entitled under any agreement, bylaw
or charter provision, vote of shareholders or directors or otherwise, (2) shall be deemed to create contractual rights in favor
of persons entitled to indemnification hereunder, (3) shall continue as to persons who have ceased to have the status pursuant
to which they were entitled or were denominated as entitled to indemnification hereunder and shall inure to the benefit of the
heirs and legal representatives of persons entitled to indemnification hereunder and (4) shall be applicable to actions, suits
or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption
hereof. The right of indemnification provided for herein may not be amended, modified or repealed so as to limit in any way the
indemnification provided for herein with respect to any acts or omissions occurring prior to the effective date of any such amendment,
modification or repeal.
Section 7.02. Indemnification
of Persons Not Indemnified Under Section 7.01.
(a) The provisions of this Section 7.02
are applicable only to employees and other authorized representatives of the corporation who are not entitled to the benefits of
Section 7.01 pursuant to either the terms of Section 7.01 or a resolution of the board of directors of the corporation.
(b) Employees; Third Party Actions.--The
corporation shall indemnify any employee of the corporation 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 (other than an action
by or in the right of the corporation) by reason of the fact that such person is or was an authorized representative of the corporation
(which, for the purposes of this Section 7.02, shall mean an employee or agent of the corporation, or a person who is or was serving
at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise) against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person 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 or her 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 that
person 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 reasonable cause to believe that his or her conduct was unlawful.
(c) Employees; Derivative Actions.--The
corporation shall indemnify any employee of the corporation who was or is a party or is threatened to be made a party to 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 an authorized representative of the corporation, against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted
in good faith and in a manner such person 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 claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to
the extent that the court of common pleas of the county in which the registered office of the corporation is located or the court
in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view
of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court
of common pleas or such other court shall deem proper.
(d) Other Authorized Representatives.--To
the extent that an authorized representative of the corporation who is not an employee of the corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (b) and (c) of this Section 7.02
or in defense of any claim, issue or matter therein, such person shall be indemnified by the corporation against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection therewith. Such an authorized representative may,
at the discretion of the corporation, be indemnified by the corporation in any other circumstances and to any extent if the corporation
would be required by subsections (b) and (c) of this Section 7.02 to indemnify such person in such circumstances and to such extent
if such person were or had been an employee of the corporation.
(e) Procedure for Effecting Indemnification.--Indemnification
under subsections (b), (c) or (d) of this Section 7.02 shall be made when ordered by a court (in which case the expenses, including
attorneys' fees, of the authorized representative in enforcing such right of indemnification shall be added to and be included
in the final judgment against the corporation) or shall be made upon a determination that indemnification of the authorized representative
is required or proper in the circumstances because such person has met the applicable standard of conduct set forth in subsections
(b) and (c) of this Section 7.02. Such determination shall be made:
(1) by
the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding,
or
(2) if
such a quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested directors so direct, by independent
legal counsel in a written opinion, or
(3) by
the shareholders.
(f) Advancing Expenses.--Expenses
(including attorneys' fees) incurred in defending a civil or criminal action, suit or proceeding shall be paid by the corporation
in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of an employee
to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation
as required in this Section 7.02 or as authorized by law and may be paid by the corporation in advance on behalf of any other authorized
representative when authorized by the board of directors upon receipt of a similar undertaking.
(g) Non-Exclusivity; Nature and Extent
of Rights.--Each person who shall act as an authorized representative of the corporation and who is not entitled to the benefits
of Section 7.01, shall be deemed to be doing so in reliance upon such rights of indemnification as are provided in this Section
7.02.
The indemnification provided
by this Section 7.02 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under
any agreement, vote of shareholders or disinterested directors, statute or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has
ceased to be an authorized representative of the corporation and shall inure to the benefit of the heirs, executors and administrators
of such a person.
ARTICLE VIII
Miscellaneous
Section 8.01. Corporate
Seal.--The corporation shall have a corporate seal in the form of a circle containing the name of the corporation, the year
of incorporation and such other details as may be approved by the board of directors. The affixation of the corporate seal shall
not be necessary to the valid execution, assignment or endorsement by the corporation of any instrument or other document.
Section 8.02. Checks.--All
checks, notes, bills of exchange or other similar orders in writing shall be signed by such one or more officers or employees of
the corporation as the board of directors may from time to time designate.
Section 8.03. Contracts.--Except
as otherwise provided in the Business Corporation Law in the case of transactions that require action by the shareholders, the
board of directors may authorize any officer or agent to enter into any contract or to execute or deliver any instrument on behalf
of the corporation, and such authority may be general or confined to specific instances.
Section 8.04. Interested
Directors or Officers; Quorum.
(a) General Rule.--A contract
or transaction between the corporation and one or more of its directors or officers or between the corporation and another corporation,
partnership, joint venture, trust or other enterprise in which one or more of its directors or officers are directors or officers
or have a financial or other interest, shall not be void or voidable solely for that reason, or solely because the director or
officer is present at or participates in the meeting of the board of directors that authorizes the contract or transaction, or
solely because his, her or their votes are counted for that purpose, if:
(1) the
material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the board
of directors and the board authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors
even though the disinterested directors are less than a quorum;
(2) the
material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the
shareholders entitled to vote thereon and the contract or transaction is specifically approved in good faith by vote of those shareholders;
or
(3) the
contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors
or the shareholders.
(b) Quorum.--Common or interested
directors may be counted in determining the presence of a quorum at a meeting of the board which authorizes a contract or transaction
specified in subsection (a).
Section 8.05. Deposits.--All
funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or
other depositaries as the board of directors may approve or designate, and all such funds shall be withdrawn only upon checks signed
by such one or more officers or employees of the corporation as the board of directors shall from time to time designate.
Section 8.06. Corporate
Records.
(a) Required Records.--The
corporation shall keep complete and accurate books and records of account, minutes of the proceedings of the incorporators, shareholders
and directors and a share register giving the names and addresses of all shareholders and the number and class of shares held
by each. The share register shall be kept at either the registered office of the corporation in the Commonwealth of Pennsylvania
or at its principal place of business wherever situated or at the office of its registrar or transfer agent. Any books, minutes
or other records may be in written form or any other form capable of being converted into written form within a reasonable time.
(b) Right of Inspection.--Every
shareholder shall, upon written verified demand stating the purpose thereof, have a right to examine, in person or by agent or
attorney, during the usual hours for business for any proper purpose, the share register, books and records of account, and records
of the proceedings of the incorporators, shareholders and directors and to make copies or extracts therefrom. A proper purpose
shall mean a purpose reasonably related to the interest of the person as a shareholder. In every instance where an attorney or
other agent is the person who seeks the right of inspection, the demand shall be accompanied by a verified power of attorney or
other writing that authorizes the attorney or other agent to so act on behalf of the shareholder. The demand shall be directed
to the corporation at its registered office in the Commonwealth of Pennsylvania or at its principal place of business wherever
situated.
Section 8.07. Amendment
of Bylaws.--These bylaws may be amended or repealed, or new bylaws may be adopted, by the shareholders and by the board of
directors of the corporation in the manner provided in Article X of the articles. Any change in these bylaws shall take effect
when adopted unless otherwise provided in the resolution effecting the change. See Section 2.03(b) (relating to notice of action
by shareholders on bylaws).
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