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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): October
25, 2023
Essential Utilities,
Inc.
(Exact Name of Registrant
Specified in Charter)
Pennsylvania
(State or Other Jurisdiction of Incorporation) |
001-06659
(Commission File Number)
|
23-1702594
(I.R.S. Employer Identification No.) |
762
West Lancaster Avenue |
|
|
Bryn
Mawr, Pennsylvania |
|
19010-3489 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s telephone
number, including area code: (610) 527-8000
Not
Applicable
(Former Name or
Former Address, if Changed Since Last Report)
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
stock, $.50 par value |
|
WTRG |
|
New
York Stock Exchange |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On October
25, 2023, the Board of Directors (the “Board”) of Essential Utilities, Inc. (the “Company”) approved and adopted
Amended and Restated Bylaws of the Company (the “Bylaws”), effective as of such date. The amendments to the Bylaws principally
amend Section 4.14 of the Bylaws to set forth the nomination process whereby a shareholder can submit a nomination for election of a person
or persons to serve on the Board, other than pursuant to the “proxy access” nomination process set forth in Section 4.15 of
the Bylaws. These changes were made to revise the Company’s prior nomination process to implement the universal proxy rules governing
contested elections of directors under Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Significantly, the amendments:
•
require the nominating person to provide proper notice and make representations to the Company with respect to any such nominations in
accordance with Rule 14a-19 promulgated under the Exchange Act;
•
set out the time frames for such notice submissions to the secretary of the Company;
•
require any shareholder submitting a nomination for election of a person or persons as a director or directors of the Company to provide
the Company with reasonable documentary evidence five business days prior to the annual meeting that the representations made with respect
to Rule 14a-19 promulgated under the Exchange Act required to be set forth in such shareholder’s nomination notice have been complied
with;
•
require any shareholder soliciting proxies in accordance with the representations of Rule 14a-19 to notify the Company of any change in
such intent within two business days;
•
clarify how votes of shareholders are treated in the event the Company receives proxies for disqualified or withdrawn nominees for the
Board;
•
limit the number of nominees a shareholder may nominate for election at a meeting of shareholders to the number of directors to be elected
at such meeting; and
•
require a shareholder soliciting proxies from other shareholders to use a proxy card color other than white.
The amendment
and restatement of the Bylaws also makes clarifying changes in other sections of the Bylaws to be consistent with the changes to Section
4.14.
The Company
intends to submit the Bylaws, as amended and restated, to the shareholders of the Company at the 2024 annual meeting of shareholders to
seek ratification of these changes by the shareholders.
The above
description is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
SIGNATURES
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.
|
ESSENTIAL UTILITIES, INC. |
|
|
|
October 25, 2023 |
By: |
/s/
Christopher P. Luning |
|
Name: |
Christopher
P. Luning |
|
Title: |
Executive
Vice President, General Counsel |
Exhibit 3.2
AMENDED
AND RESTATED BYLAWS
OF
ESSENTIAL UTILITIES, INC.
(a Pennsylvania Corporation)
Amended
and Restated as of October 25, 2023
Article
I
Offices and Fiscal Year
Section
1.01. Registered Office.
The registered office of the corporation in the Commonwealth of Pennsylvania, which is in Montgomery County, shall be at 762 West
Lancaster Avenue, Bryn Mawr, Pennsylvania 19010 until otherwise established by an amendment of the articles of incorporation (as
it may be amended from time to time, the “articles”) or by the board of directors, and a statement of such change
is filed with the 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 first 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 Pennsylvania Business Corporation Law (“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 mail or express mail, postage prepaid, or
by telegram (with messenger service specified), telex or TWX (with answerback received) or courier service, charges prepaid, by
internet or other means of electronic transmission consented to by the person whom the notice is given or by facsimile transmission,
to the address (or to the telex, TWX or facsimile 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, or internet or other
means of electronic transmission, when dispatched or, in the case of facsimile transmission, when received. A notice of a 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. If the corporation has more than 30 shareholders, 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, 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 or with the prior consent of the director by internet or other means
of electronic transmission at least 24 hours (in the case of notice by telephone, telex, TWX, internet or other means of electronic
transmission 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. 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
20 days prior to the day named for the meeting. 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 of 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 3, 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 3.
(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 such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither
the business to be transacted at, nor the purpose of, the meeting need be specified in the waiver of notice of such 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 language or other amendments as do not enlarge its original meaning.
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 shall 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 such 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 unless another place
is designated by the board of directors in the notice of such meeting or, if so designated by the board of directors, by means
of the Internet or other electronic communications technology in a fashion pursuant to which the shareholders have the opportunity
to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the shareholders,
pose questions to the directors of the corporation, make appropriate motions and comment on the business of the meeting.
Section
3.02. Annual Meeting.
The board of directors may fix the date and time of the annual meeting of the shareholders, but if no such date and time is fixed
by the board the meeting for any calendar year shall be held on the Second Thursday of May 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 10:00 o’clock
A.M., and at said meeting the shareholders 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 such meeting at any time thereafter.
Section
3.03. Special Meetings.
Special meetings of the shareholders may be called at any time by the chairman, the president, or shareholders entitled to cast
a majority of the votes which all shareholders are entitled to cast at the particular meeting, or by resolution of the board of
directors. Any authorized person who has called a special meeting may fix the date, time and place of the meeting. If the person
who has called the meeting 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 receipt of the request.
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 a majority of the votes
which all shareholders are entitled to cast on the 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 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. At any such adjourned meeting at which a quorum
may be present such business may be transacted as might have been transacted at the meeting as originally called. No notice of
any adjourned meeting of the shareholders of the corporation shall be required to be given except by announcement at the meeting
at which the adjournment took place. In case of any meeting called for the election of directors, those who attend the second
of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors.
Any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding
15 days each, as may be directed by shareholders who are present in person or by proxy and who are entitled to cast at least a
majority of the votes which all such shareholders would be entitled to cast at an election of directors, until such directors
are elected.
Section
3.05. Action by Shareholders.
Except as otherwise provided in the Business Corporation Law or the articles or these bylaws, the acts, at a duly organized meeting,
of the shareholders present, in person or by proxy, entitled to cast at least a majority of the votes which all shareholders present
in person or by proxy are entitled to cast shall be the acts of the shareholders.
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 individuals present in the order stated: the lead independent director, 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, in the absence of the secretary, an assistant secretary, or in the absence
of both the secretary and assistant secretaries, 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 other action by the shareholder.
(3) When
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) Minimum
requirements. 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, or other proxy transmitted as permitted by law, including without
limitation, by internet, interactive voice response system or other means of electronic transmission 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 the 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 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 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, any such 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 so fixed shall be so entitled notwithstanding any transfer of any shares on the books
of the corporation after any such 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 the 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 of 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 transfer book, or a duplicate thereof kept in Pennsylvania, shall be prima facie evidence as to who are
the shareholders entitled to examine the list or transfer records 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 such meeting or any adjournment thereof. If judges of election are not so appointed, the presiding
officer of any such meeting may, and upon the demand of any shareholder shall, appoint judges of election at the meeting. The
number of judges shall be either one or three, as determined, in the case of judges appointed upon demand of a shareholder, by
shareholders present entitled to cast a majority of the votes which all shareholders present are entitled to cast thereon. No
person who is a candidate for office to be filled at the meeting shall act as a judge.
(b) Vacancies.
In case any person appointed as 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, the authenticity, validity and effect of proxies, receive votes or ballots, hear and determine
all challenges and questions in any way arising in connection with the 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, 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. Consent of Shareholders in Lieu of Meeting.
Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders of the corporation
may be taken without a meeting only upon the unanimous written consent of all the shareholders who would be entitled to vote thereon
at a meeting of the shareholders called to consider the matter.
Section
3.16. Minors as Security Holders.
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
3.17. Business to be Transacted at Shareholder Meetings.
No business may be transacted at an annual meeting of shareholders, other than business that is either (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the board of directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the board of directors (or any duly
authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any shareholder of the corporation
(i) who is a shareholder of record on the date of the giving of notice provided for in Section 3.02 and on the record date for
the determination of shareholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set
forth in this Section 3.17. In addition to any other applicable requirements, for business to be properly brought before an annual
meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form to the secretary of the
corporation.
To
be in proper written form, such shareholder’s notice shall set forth as to the shareholder giving the notice, (i) the name
and address, as they appear on the corporation’s books, of such shareholder and of any beneficial owners on whose behalf
the nomination is made; and (ii) with respect to such shareholder and any such beneficial owner (A) the class or series (if any)
and number of shares of the corporation that are beneficially owned by such shareholder or any such beneficial owner, (B) any
option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or
a settlement payment or mechanism at a price related to any class or series of shares of the corporation or with a value derived
in whole or in part from the value of any class or series of shares of the corporation, whether or not such instrument or right
is subject to settlement in the underlying class or series of capital stock of the corporation or otherwise (a “Derivative
Instrument”) owned beneficially by such shareholder or any such beneficial owner and any other opportunity to profit or
share in any profit derived from any increase or decrease in the value of shares of the corporation, (C) any proxy, contract,
arrangement, understanding, or relationship pursuant to which such shareholder or any such beneficial owner has a right to vote
any shares of the corporation, (D) any short interest of such shareholder or any such beneficial owner in any security of the
corporation (for purposes of these Bylaws, a person shall be deemed to have a “short interest” in a security if such
person has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E)
any rights to dividends on the shares of the corporation owned beneficially by such shareholder or any such beneficial owner that
are separated or separable from the underlying shares of the corporation, (F) any proportionate interest in shares of the corporation
or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such shareholder or any such
beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, and (G)
any performance-related fees (other than an asset-based fee) that such shareholder or any such beneficial owner is entitled to
based on any increase or decrease in the value of shares of the corporation or Derivative Instruments, if any, as of the date
of such notice, including without limitation any such interests held by members of such shareholder’s or any such beneficial
owner’s immediate family sharing the same household (which information called for by this Section 3.17 shall be supplemented
by such shareholder not later than 10 days after the record date for the meeting to update and disclose such information as of
the record date).
To
be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the
corporation not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting
of shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days
before or after such anniversary date, notice by the shareholder, in order to be timely, must be so received not later than the
close of business on the tenth day following the day on which such notice of the date of the annual meeting was first mailed.
No
business shall be conducted at the annual meeting of shareholders except business brought before the annual meeting in accordance
with the procedures set forth in this Section 3.17; provided, however, that once business has been properly brought before the
annual meeting in accordance with such procedures, nothing in this Section 3.17 shall be deemed to preclude discussion by any
shareholder of any such business. If the chairman of an annual meeting determines that business was not properly brought before
the annual meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was
not properly brought before the meeting and such business shall not be transacted.
At
a special meeting of shareholders, only such business shall be conducted as shall have been set forth in the notice relating to
the meeting. At any meeting, matters incident to the conduct of this meeting may be voted upon or otherwise disposed of as the
chairman of the meeting shall determine to be appropriate.
Compliance
with this Section 3.17 shall be the exclusive means for business to be properly brought before a shareholder meeting by a shareholder
(other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the corporation’s notice of
meeting).
For
the avoidance of doubt, any shareholder nomination of a director candidate or candidates to be considered at an annual meeting
of shareholders shall be made in accordance with Article IV, Section 4.14 or Section 4.15 of these Bylaws.
Notwithstanding
anything to the contrary, the notice requirements set forth herein with respect to the proposal of any business pursuant to this
Section 3.17 shall be deemed satisfied by a shareholder if such shareholder has submitted a proposal to the corporation in compliance
with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and such shareholder’s
proposal has been included in a proxy statement that has been prepared by the corporation to solicit proxies for the meeting of
shareholders.
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. A director of the corporation shall not be personally liable
for monetary damages, as such, for any action taken, or any failure to take any action, unless the director has breached or failed
to perform the duties of his or her office under 15 Pa.C.S. Subch. 17B 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 a
director pursuant to any criminal statute, or the liability of a director for the payment of taxes pursuant to local, state or
Federal law. The provisions of this subsection shall be effective January 27, 1987, but shall not apply to any action filed prior
to that date nor any breach of performance of duty or failure of performance of duty by a director occurring prior to that date.
(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 shall be presumed to have assented
to the action taken on which the director is generally competent to act 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
4.02. Qualification and Election of Directors.
(a) Qualifications.
Each director of the corporation shall be a natural person of full age, who need not be a resident of Pennsylvania or a shareholder
of the corporation. No person shall be appointed or elected as a director unless:
(1) such
person is elected to fill a vacancy in the board of directors (including any vacancy resulting from any increase in the number
of directors in accordance with Section 4.05(a); or
(2) the
name of such person, together with such consents and information as may be required by the board of directors or by the provisions
of Section 4.14(b) shall have been filed with the secretary of the corporation.
(b) Election
of directors. Except as otherwise provided in the articles or these bylaws, at each annual
meeting of shareholders commencing with the annual meeting held in 2012, directors of the corporation elected to succeed those
directors whose terms expire at such annual meeting of shareholders shall be elected by the shareholders at each annual meeting
of shareholders. In elections for directors, voting need not be by ballot, except upon demand made by a shareholder entitled to
vote at the election and before the voting begins.
Section
4.03. Number and Term of Office.
(a) Number.
The board of directors shall consist of such number of directors as may be determined from time to time by resolution of the board
adopted by a vote of three quarters of the entire board of directors.
(b) Term
of office. Each director elected at the annual meeting of shareholders held in 2012 and
at each annual meeting of shareholders thereafter shall hold office for a term of one-year expiring at the next annual meeting
of shareholders and until a successor shall have been elected and qualified, or until his or her death, resignation or removal.
A decrease in the number of directors shall not have the effect of shortening the term of any incumbent director.
(c) Resignations.
Any director may resign at any time by giving written notice to the corporation. Such resignation shall take effect on the date
of the receipt by the corporation of such notice or at any later time specified therein.
Section
4.04. Lead Independent Director.
(a) The
board of directors shall designate one of the “independent” directors (as determined in accordance with the rules
of the New York Stock Exchange) as the lead independent director. Unless otherwise determined by the board of directors, the independent
director elected annually to serve as the chair of the corporate governance committee will also serve as the lead independent
director. At meetings of the shareholders and of the board of directors, in the absence of the chairman of the board, the lead
independent director shall act as chairman of the meeting and preside over such meetings. In the event of the death or incapacity
of the chairman of the board, the lead independent director shall become the acting chairman until a new chairman is selected
by the board of directors. The lead independent director shall have such other duties and powers as may from time to time be assigned
to him or her by the board of directors.
Section
4.05. 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 vote of a majority of the entire board of directors, or by sole remaining director,
and such person so elected shall hold office until the next election of directors and until a successor shall have been elected
and qualified, or until their 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
4.06. Removal of Directors.
(a) Removal
by the directors. At any special meeting called for the purpose of removing or electing
directors, the entire board of directors or any individual director may be removed from office without assigning any cause, as
provided in the articles. In case the board or any one or more directors be so removed, new directors may be elected at the same
meeting.
(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
4.07. Place of Meeting.
The board of directors may hold its meetings at such place or places within the Commonwealth of Pennsylvania, or elsewhere as
the board of directors may from time to time appoint, or as may be designated in the notice calling the meeting.
Section
4.08. Organization Meeting.
At every meeting of the board of directors, the chairman of the board, or, in the case of a vacancy in the office or absence of
the chairman of the board, one of the following individuals present in the order stated: the lead independent director, 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 assistant secretaries, any person appointed by the chairman of the meeting, shall act as secretary of the meeting.
Section
4.09. 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
4.10. 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
4.11. Quorum of and Action by Directors.
(a) General
rule. A majority of the directors in office shall be necessary to constitute a quorum
for the transaction of business and, except as otherwise provided in the articles or these bylaws, 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.
Section
4.12. 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 the 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 of directors.
(5) Action
on matters committed by a resolution of the board of directors to another committee of the board of directors.
(b) Alternate
committee members. The board of directors 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 purpose
of any written action by the committee. In the absence or disqualification of a member and the 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
4.13. 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.
Section
4.14. Nomination of Directors.
(a) General.
At an annual meeting of shareholders, only such nominations of persons for election to the board of directors shall be considered
as shall have been properly brought before the meeting. To be properly brought before an annual meeting, nominations must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors, (ii) 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 who (x)(1) is a shareholder of record of the corporation (and, with respect to any beneficial owner, if different,
on whose behalf such business is proposed or such nomination or nominations are made, only if such beneficial owner is the beneficial
owner of shares of the corporation) both at the time the notice provided for in paragraph (b) of this Section 4.14 is delivered
to the secretary of the corporation and on the record date for the determination of shareholders entitled to vote at the annual
meeting, (2) is entitled to vote at the meeting, and (3) complies with the notice procedures set forth in paragraphs (b) and (c)
of this Section 4.14 or (y)(1) qualifies as an Eligible Shareholder (as defined in Section 4.15(c)(1) of this ARTICLE IV) and
(2) complies with the procedures set forth in such Section 4.15. Shareholders seeking to nominate persons for election to the
board of directors must comply with this Section 4.14 or Section 4.15 of this ARTICLE IV, as applicable.
(b) Notice
Required. Nominations for election of directors may be made by any shareholder entitled
to vote for the election of directors, provided that written notice (the “Notice”) of such shareholder’s intent
to nominate a director at the meeting is given by the shareholder and received by the secretary of the corporation in the manner
and within the time specified herein. The Notice shall be delivered to the secretary of the corporation not less than 90 days
nor more than 120 days prior to any meeting of the shareholders called for the election of directors. In lieu of delivery to the
secretary of the corporation, the Notice may be mailed to the secretary of the corporation by certified mail, return receipt requested,
but shall be deemed to have been given only upon actual receipt by the secretary of the corporation.
(c) Contents
of Notice The Notice shall be in writing and shall contain or be accompanied by:
(1) the
name and address, as they appear on the corporation’s books, of such shareholder and of any beneficial owners on whose behalf
the nomination is made;
(2) a
representation that the shareholder is a holder of record of the corporation’s voting stock entitled to vote for the election
of Directors, will continue to be a holder of record of shares entitled to vote for the election of Directors through the date
of the meeting, and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the
Notice;
(3) with
respect to such shareholder and any such beneficial owner (A) the class or series (if any) and number of shares of the corporation
that are beneficially owned by such shareholder or any such beneficial owner, (B) any Derivative Instrument (as defined in Section
3.17) owned beneficially by such shareholder or any such beneficial owner and any other opportunity to profit or share in any
profit derived from any increase or decrease in the value of shares of the corporation, (C) any proxy, contract, arrangement,
understanding, or relationship pursuant to which such shareholder or any such beneficial owner has a right to vote any shares
of the corporation, (D) any short interest of such shareholder or any such beneficial owner in any security of the corporation
(for purposes of these Bylaws, a person shall be deemed to have a “short interest” in a security if such person has
the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights
to dividends on the shares of the corporation owned beneficially by such shareholder or any such beneficial owner that are separated
or separable from the underlying shares of the corporation, (F) any proportionate interest in shares of the corporation or Derivative
Instruments held, directly or indirectly, by a general or limited partnership in which such shareholder or any such beneficial
owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, and (G) any performance-related
fees (other than an asset-based fee) that such shareholder or any such beneficial owner is entitled to based on any increase or
decrease in the value of shares of the corporation or Derivative Instruments, if any, as of the date of such Notice, including
without limitation any such interests held by members of such shareholder’s or any such beneficial owner’s immediate
family sharing the same household (which information called for by this Section 4.14(b) shall be supplemented by such shareholder
not later than 10 days after the record date for the meeting to update and disclose such information as of the record date;
(4) such
information regarding each nominee as would have been required to be included in a proxy statement filed pursuant to Regulation
14A of the rules and regulations established by the Securities and Exchange Commission under the Exchange Act (or pursuant to
any successor act or regulation) had proxies been solicited with respect to such nominee by the management or board of directors
of the corporation;
(5) a description of all arrangements or understandings among the shareholder and each nominee
and any other person or persons (naming such person or persons) pursuant to which such nomination or nominations are to be made
by the shareholder;
(6) the consent of each nominee to serve as director of the corporation if so elected; and
(7) a
representation that the shareholder will (i) solicit proxies from shareholders of the corporation’s common stock representing
at least 67% of the voting power of the shares of common stock entitled to vote on the election of directors, (ii) include a statement
to that effect in its proxy statement and/or the form of proxy, (iii) otherwise comply with Rule 14a-19 promulgated under the
Exchange Act and (iv) provide the secretary of the corporation not less than five business days prior to the meeting or any adjournment
or postponement thereof, with reasonable documentary evidence (as determined by the secretary in good faith) that such shareholder
has complied with such representations.
(d) Proper
and Timely. For a shareholder’s written notice to the secretary of the corporation
to be proper and timely, a shareholder providing notice of the nomination of any person for election to the board of directors
proposed to be made at the meeting shall further update and supplement such notice, if necessary, so that the information provided
or required to be provided in such notice pursuant to this Section 4.14 shall be true and correct as of the record date for the
meeting and as of the date that is ten business days prior to the meeting or any adjournment or postponement thereof. Such update
and supplement (or, if applicable, written confirmation that the information provided in such notice is still true and correct
as of the applicable date) shall be delivered to, or mailed to and received by, the secretary of the corporation at the principal
executive office of the corporation no later than five business days after the record date for the meeting (in the case of the
update and supplement required to be made as of the record date), and no later than eight business days prior to the date for
the meeting or, if practicable, any adjournment or postponement thereof and, if not practicable, on the first practicable date
prior to the date to which the meeting has been adjourned or postponed (in the case of the update and supplement required to be
made as of ten business days prior to the meeting or any adjournment or postponement thereof). A shareholder, in his, her or its
initial written notice of nomination of any person for election to the board of directors to the secretary of the corporation,
shall confirm his, her or its intention to update and supplement such notice as required herein. Notwithstanding the foregoing,
if a shareholder providing notice in order to solicit proxies in support of director nominees other than the corporation’s
nominees, if any, no longer intends to solicit proxies in accordance with its representations pursuant to this Section 4.14, such
shareholder shall inform the corporation of this change by delivering a writing to the secretary of the corporation no later than
two business days after the occurrence of such change.
(e) Determination
of compliance. If a judge or judges of election shall not have been appointed pursuant
to these bylaws, the chairman 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 foregoing procedures and, in such event, the nomination shall be disregarded.
Any decision by the chairman of the meeting shall be conclusive and binding upon all shareholders of the corporation for any purpose.
(f) Additional
Requirements. In the event the corporation receives proxies for disqualified or withdrawn
nominees for the board of directors, such votes for such disqualified or withdrawn nominees in the proxies will be treated as
abstentions. The number of nominees each shareholder may nominate for election at an annual meeting shall not exceed the number
of directors to be elected at such annual meeting. Any shareholder directly or indirectly soliciting proxies from other shareholders
must use a proxy card color other than white, which shall be reserved for the exclusive use by the board of directors.
Section
4.15. Proxy Access.
(a) Inclusion
of shareholder nominees in corporation’s proxy statement.
(1) Subject
to the provisions of this Section 4.15, if expressly requested in the relevant Proxy Access Nomination Notice (as defined below
in Section 4.15(d)(1)), the corporation shall include in its proxy statement for any annual meeting of shareholders (but not at
any special meeting of shareholders) and on the corporation’s form of proxy and ballot: (A) the names of any person or persons
therein nominated for the election of directors (each, a “Shareholder Nominee”) by any Eligible Shareholder (as defined
below in Section 4.15(c)(1)) or group of up to 20 Eligible Shareholders that, as determined by the board of directors, has (individually
and collectively, in the case of a group) satisfied all applicable conditions and complied with all applicable procedures and
requirements set forth in this Section 4.15 (such Eligible Shareholder or group of Eligible Shareholders being a “Nominating
Shareholder”); (B) disclosure about each Shareholder Nominee and the Nominating Shareholder required under the rules of
the Securities and Exchange Commission or other applicable law to be included in the proxy statement; (C) any statement included
by the Nominating Shareholder in the Proxy Access Nomination Notice for inclusion in the proxy statement in support of each Shareholder
Nominee’s election to the board of directors (subject, without limitation, to Section 4.15(e)(2), and provided that such
statement does not exceed 500 words and fully complies with Section 14 of the Exchange Act, including Rule 14a-9 thereunder (the
“Supporting Statement”)); and (D) any other information that the corporation or the board of directors determines,
in their discretion, to include in the proxy statement relating to the Nominating Shareholder and the nomination of each Shareholder
Nominee, including, without limitation, any statement in opposition to the nomination, any of the information provided pursuant
to this Section 4.15 and any solicitation materials or related information with respect to a Shareholder Nominee.
(2) For
purposes of this Section 4.15, any determination to be made by the board of directors may be made by the board of directors, a
committee of the board of directors or any officer of the corporation designated by the board of directors or a committee of the
board of directors, and any such determination shall be final and binding on any Eligible Shareholder, any Nominating Shareholder,
any Shareholder Nominee and any other person so long as made in good faith (without any further requirements). If any intervening
events, facts or circumstances arise subsequent to any such determination, the presiding officer of any annual meeting of shareholders,
in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and
duty to determine whether a Shareholder Nominee has been nominated in accordance with the requirements of this Section 4.15 and,
if not so nominated, shall direct and declare at the meeting that such Shareholder Nominee shall not be considered.
(b) Maximum
number of shareholder nominees.
(1) The
corporation shall not be required to include in the proxy statement for an annual meeting of shareholders more Shareholder Nominees
than that number constituting the greater of one (1) and 20% of the total number of directors of the corporation then serving
on the last day on which a Proxy Access Nomination Notice may be submitted pursuant to this Section 4.15 (rounded down to the
nearest whole number) (the “Maximum Number”).
(2) The
Maximum Number for a particular annual meeting shall be reduced by: (A) each Shareholder Nominee whose nomination is withdrawn
by the Nominating Shareholder or who becomes unwilling to serve on the board of directors; (B) each Shareholder Nominee who ceases
to satisfy, or each Shareholder Nominee of a Nominating Shareholder that ceases to satisfy, the eligibility requirements in this
Section 4.15, as determined by the board of directors; (C) each Shareholder Nominee who the board of directors itself decides
to nominate for election at such annual meeting; and (D) the number of incumbent Directors who had been Shareholder Nominees
at either of the preceding two annual meetings of shareholders and whose reelection at the upcoming annual meeting of shareholders
is being recommended by the board of directors. In the event that one or more vacancies for any reason occurs on the board of
directors after the deadline for submitting a Proxy Access Nomination Notice as set forth in Section 4.15(d) but before the date
of the annual meeting of shareholders and the board of directors resolves to reduce the size of the board of directors in connection
therewith, the Maximum Number shall be calculated based on the number of directors in office as so reduced.
(3) If
the number of Shareholder Nominees pursuant to this Section 4.15 for any annual meeting of shareholders exceeds the Maximum Number
then, promptly upon notice from the corporation, each Nominating Shareholder will select one Shareholder Nominee for inclusion
in the proxy statement until the Maximum Number is reached, going in order of the amount (largest to smallest) of shares of the
corporation’s common stock that each Nominating Shareholder disclosed as owned in its Proxy Access Nomination Notice, with
the process repeated if the Maximum Number is not reached after each Nominating Shareholder has selected one Shareholder Nominee.
If, after the deadline for submitting a Proxy Access Nomination Notice as set forth in Section 4.15(d), a Nominating Shareholder
or a Shareholder Nominee ceases to satisfy the eligibility requirements in this Section 4.15, as determined by the board of directors,
a Nominating Shareholder withdraws its nomination or a Shareholder Nominee becomes unwilling to serve on the board of directors,
whether before or after the mailing or other distribution of the definitive proxy statement, then the corporation: (A) shall not
be required to include in its proxy statement or on any ballot or form of proxy the Shareholder Nominee or any successor or replacement
Shareholder Nominee proposed by the Nominating Shareholder or by any other Nominating Shareholder and (B) may otherwise communicate
to the shareholders of the corporation, including without limitation by amending or supplementing its proxy statement or ballot
or form of proxy, that the Shareholder Nominee will not be included as a Shareholder Nominee in the proxy statement or on any
ballot or form of proxy and will not be voted on at the annual meeting of shareholders (notwithstanding that proxies in respect
of such vote may have been received by the corporation).
(c)
Eligibility of nominating shareholder.
(1) An
“Eligible Shareholder” is a person who has either (A) been a record holder of the shares of common stock of the corporation
used to satisfy the eligibility requirements in this Section 4.15(c) continuously for the three-year period specified in Section
4.15(c)(2) or (B) provides to the secretary of the corporation, within the time period referred to in Section 4.15(d), evidence
of continuous ownership of such shares for such three-year period from one or more securities intermediaries in a form that the
board of directors determines acceptable.
(2) An
Eligible Shareholder or group of up to 20 Eligible Shareholders may submit a nomination in accordance with this Section 4.15 only
if the person or group (in the aggregate) has continuously owned at least the Minimum Number (as defined below) (as adjusted for
any stock splits, reverse stock splits, stock dividends or similar events) of shares of the corporation’s common stock throughout
the three-year period preceding and including the date of submission of the Proxy Access Nomination Notice, and continues to own
at least the Minimum Number of shares through the date of the annual meeting of shareholders. The following shall be treated as
one Eligible Shareholder if such Eligible Shareholder shall provide together with the Proxy Access Nomination Notice documentation
satisfactory to the board of directors that the Eligible Shareholder consists only of funds that are: (A) under common management
and investment control; (B) under common management and funded primarily by the same employer; or (C) a “group of investment
companies” (as defined in the Investment Company Act of 1940, as amended). In the event of a nomination by a Nominating
Shareholder that includes a group of Eligible Shareholders, any and all requirements and obligations for an Eligible Shareholder
shall apply to each Eligible Shareholder in such group; provided, however, that the Minimum Number shall apply to the aggregate
ownership of the group of Eligible Shareholders constituting the Nominating Shareholder. Should any Eligible Shareholder cease
to satisfy the eligibility requirements in this Section 4.15, as determined by the board of directors, or withdraw from a group
of Eligible Shareholders constituting a Nominating Shareholder at any time prior to the annual meeting of shareholders, the Nominating
Shareholder shall be deemed to own only the shares held by the remaining Eligible Shareholders. As used in this Section 4.15,
any reference to a “group” or “group of Eligible Shareholders” refers to any Nominating Shareholder that
consists of more than one Eligible Shareholder and to all the Eligible Shareholders that make up such Nominating Shareholder.
(3) The
“Minimum Number” of shares of the corporation’s common stock means 3% of the aggregate number of shares of the
corporation’s common stock outstanding as of the most recent date for which such amount is given in any filing by the corporation
with the Securities and Exchange Commission prior to the submission of the Proxy Access Nomination Notice.
(4) For
purposes of this Section 4.15, an Eligible Shareholder “owns” only those outstanding shares of the corporation’s
common stock as to which such Eligible Shareholder possesses both: (A) the full voting and investment rights pertaining to such
shares and (B) the full economic interest in (including the opportunity for profit from and the risk of loss on) such shares;
provided that the number of shares calculated in accordance with clauses (A) and (B) shall not include any shares: (w) purchased
or sold by such Eligible Shareholder or any of its affiliates in any transaction that has not been settled or closed, (x) that
are subject to short positions or were otherwise sold short by such Eligible Shareholder or any of its affiliates, (y) borrowed
by such Eligible Shareholder or any of its affiliates for any purpose or purchased by such Eligible Shareholder or any of its
affiliates pursuant to an agreement to resell or subject to any other obligation to resell to another person, or (z) subject to
any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such Eligible
Shareholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares, with cash based on
the notional amount or value of outstanding shares of common stock of the corporation or a combination thereof, in any such case,
which instrument or agreement has, or is intended to have, or if exercised or settled would have, the purpose or effect of: (1)
reducing in any manner, to any extent or at any time in the future, such Eligible Shareholder’s or any of its affiliates’
full right to vote or direct the voting of any such shares and/or (2) hedging, offsetting or altering to any degree any gain or
loss arising from the full economic interest in such shares by such Eligible Shareholder or any of its affiliates. An Eligible
Shareholder “owns” shares held in the name of a nominee or other intermediary so long as the Eligible Shareholder
retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic
interest in the shares. An Eligible Shareholder’s ownership of shares shall be deemed to continue during any period in which
the Eligible Shareholder has delegated any voting power by means of a proxy, power of attorney or other similar instrument or
arrangement that is revocable at any time by the Eligible Shareholder. An Eligible Shareholder’s ownership of shares shall
be deemed to continue during any period in which the Eligible Shareholder has loaned such shares; provided that the Eligible Shareholder
has the power to recall such loaned shares on not more than five business days’ notice. The terms “owned,” “owning”
and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the corporation
are “owned” for these purposes shall be determined by the board of directors. For purposes of this Section 4.15(c)(4),
the term “affiliate” or “affiliates” shall have the meaning ascribed thereto under the General Rules and
Regulations under the Exchange Act.
(5) No
Eligible Shareholder shall be permitted to be in more than one group constituting a Nominating Shareholder, and if any Eligible
Shareholder appears as a member of more than one group, such Eligible Shareholder shall be deemed to be a member of only the group
that owns the largest aggregate number of shares of each class of the corporation’s common stock, as reflected in the Proxy
Access Nomination Notice.
(d)
Proxy access nomination notice.
(1) To
nominate a Shareholder Nominee pursuant to this Section 4.15 the Nominating Shareholder (including each Eligible Shareholder in
the case of a Nominating Shareholder consisting of a group of Eligible Shareholders) must deliver to the secretary of the corporation
at the principal executive offices of the corporation all of the following information and documents in a form that the board
of directors determines acceptable (collectively, the “Proxy Access Nomination Notice”), not less than 120 days nor
more than 150 days prior to the anniversary of the date that the corporation first mailed or otherwise distributed its proxy statement
for the prior year’s annual meeting of shareholders; provided, however, that if (and only if) the annual meeting of shareholders
is not scheduled to be held within a period that commences 30 days before and concludes 30 days after the first anniversary date
of the preceding year’s annual meeting of shareholders (an annual meeting date outside such period being referred to herein
as an “Other Meeting Date”), the Proxy Access Nomination Notice shall be given in the manner provided herein by the
later of the close of business on the date that is 180 days prior to such Other Meeting Date or the tenth day following the date
such Other Meeting Date is first publicly announced or disclosed (in no event shall the adjournment or postponement of an annual
meeting, or the public announcement thereof, commence a new time period (or extend any time period) for the giving of the Proxy
Access Nomination Notice):
(i) one
or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have
been held during the requisite three-year holding period) verifying that, as of a date within seven days prior to the date of
the Proxy Access Nomination Notice, the Nominating Shareholder owns, and has continuously owned for the preceding three years,
the Minimum Number of shares, and the Nominating Shareholder’s agreement to provide, within five business days after the
record date for the annual meeting, written statements from the record holder and intermediaries verifying the Nominating Shareholder’s
continuous ownership of the Minimum Number of shares through the record date;
(ii) an
agreement to hold the Minimum Number of shares through the annual meeting and to provide immediate notice if the Nominating Shareholder
ceases to own the Minimum Number of shares at any time prior to the date of the annual meeting;
(iii) a Schedule 14N (or any successor form) relating to each Shareholder Nominee, completed
and filed with the Securities and Exchange Commission by the Nominating Shareholder, as applicable, in accordance with Securities
and Exchange Commission rules;
(iv) the
written consent of each Shareholder Nominee to being named in the corporation’s proxy statement, form of proxy and ballot
as a Shareholder Nominee and to serving as a director if elected;
(v) a
written notice, in a form deemed satisfactory by the board of directors, of the nomination of each Shareholder Nominee that includes
the following additional information, agreements, representations and warranties by the Nominating Shareholder: (a) the information
that would be required to be set forth in a Notice pursuant to Section 4.14 of these Bylaws (other than in Section 4.14(c)(7));
(b) a representation and warranty that the Nominating Shareholder acquired the securities of the corporation in the ordinary course
of business and did not acquire, and is not holding, securities of the corporation for the purpose or with the intent of changing
or influencing control of the corporation; (c) a representation and warranty that the Nominating Shareholder has not nominated
and will not nominate for election to the board of directors at the annual meeting any person other than such Nominating Shareholder’s
Shareholder Nominee(s); (d) a representation and warranty that the Nominating Shareholder has not engaged in and will not engage
in a “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act (without reference to the exception
in Section 14a-1(l)(2)(iv)) with respect to the annual meeting, other than with respect to such Nominating Shareholder’s
Shareholder Nominee(s) or any nominee of the board of directors; (e) a representation and warranty that the Nominating Shareholder
will not use any form of proxy and ballot other than the corporation’s form of proxy and ballot in soliciting shareholders
in connection with the election of a Shareholder Nominee at the annual meeting; (f) a representation and warranty that each Shareholder
Nominee’s candidacy or, if elected, membership on the board of directors would not violate the articles or these bylaws,
any applicable law, rule, regulation, order or decree to which the corporation is subject, including rules or regulations of any
stock exchange on which the corporation’s shares of common stock are listed; (g) a representation and warranty that each
Shareholder Nominee: (i) does not have any direct or indirect relationship with the corporation that would cause the Shareholder
Nominee to be deemed not independent pursuant to the corporation’s standards in its Corporate Governance Guidelines and
otherwise qualifies as independent under any other standards established by the corporation and the rules of any stock exchange
on which the corporation’s shares of common stock are listed; (ii) meets the audit committee and compensation committee
independence requirements under the rules of any stock exchange on which the corporation’s shares of common stock are listed;
(iii) is a “non-employee director” for the purposes of Rule 16b-3 under the Exchange Act (or any successor rule);
(iv) is an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code (or any successor provision);
(v) is not and has not been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule) under the
Securities Act of 1933 or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act, without reference to whether
the event is material to an evaluation of the ability or integrity of such Shareholder Nominee; and (vi) meets the director qualifications
set forth in the corporation’s Corporate Governance Guidelines and any other standards established by the corporation (notwithstanding
this clause (g), for the avoidance of doubt, the board of directors is responsible for making the final determination of the Shareholder
Nominee’s independence); (h) a representation and warranty that the Nominating Shareholder satisfies the eligibility requirements
set forth in Section 4.15(c) and intends to continue to satisfy such eligibility requirements through the date of the annual meeting;
(i) details of any position of a Shareholder Nominee as an employee, officer or director of any entity, and of any other material
relationship with or material financial interest in any entity, within the three years preceding the submission of the Proxy Access
Nomination Notice; (j) if desired, a Supporting Statement; and (k) in the case of a nomination by a Nominating Shareholder
comprised of a group, the designation by all Eligible Shareholders in such group of one Eligible Shareholder that is authorized
to act on behalf of the Nominating Shareholder with respect to matters relating to the nomination, including withdrawal of the
nomination;
(vi) an executed agreement, in a form deemed satisfactory by the board of directors, pursuant
to which the Nominating Shareholder (including in the case of a group, each Eligible Shareholder in that group) agrees: (a) to
comply with all applicable laws, rules and regulations in connection with the nomination, solicitation and election of the Shareholder
Nominee; (b) to file any written solicitation or other communication with the corporation’s shareholders relating to one
or more of the corporation’s directors or director nominees or any Shareholder Nominee with the Securities and Exchange
Commission, regardless of whether any such filing is required under any rule or regulation or whether any exemption from filing
is available for such materials under any rule or regulation; (c) to assume all liability stemming from any action, suit or proceeding
concerning any actual or alleged legal or regulatory violation arising out of any communication by the Nominating Shareholder
or any of its Shareholder Nominees with the corporation, the shareholders of the corporation or any other person in connection
with the nomination or election of Directors, including, without limitation, the Proxy Access Nomination Notice; (d) to indemnify
and hold harmless (jointly with all other Eligible Shareholders, in the case of a group of Eligible Shareholders) the corporation
and each of its directors, officers and employees individually against any liability, loss, damages, expenses or other costs (including
attorneys’ fees) incurred in connection with any threatened or pending action, suit or proceeding, whether legal, administrative
or investigative, against the corporation or any of its directors, officers or employees arising out of or relating to a failure
or alleged failure of the Nominating Shareholder or any of its Shareholder Nominees to comply with, or any breach or alleged breach
of, its or their obligations, agreements or representations under, this Section 4.15; (e) in the event that any information included
in the Proxy Access Nomination Notice or any other communication by the Nominating Shareholder (including with respect to any
Eligible Shareholder included in a group) with the corporation, the shareholders of the corporation or any other person in connection
with the nomination or election ceases to be true and accurate in all material respects (or omits a material fact necessary to
make the statements made not misleading), to promptly (and in any event within 48 hours of discovering such misstatement or omission)
notify the corporation and any other recipient of such communication of the misstatement or omission in such previously provided
information and of the information that is required to correct the misstatement or omission; and (f) in the event that the Nominating
Shareholder (including any Eligible Shareholder in a group) has failed to continue to satisfy the eligibility requirements described
in Section 4.15(c), to promptly notify the corporation; and
(vii) an
executed agreement, in a form deemed satisfactory by the board of directors, by each Shareholder Nominee: (a) to promptly, but
in any event within ten business days after such request, provide to the corporation such other information and certifications,
including completion of a director nominee questionnaire, as the corporation may reasonably request; (b) at the reasonable request
of the board of directors, any committee or any officer of the corporation, to meet with the board of directors, any committee
or any officer of the corporation to discuss matters relating to the nomination of such Shareholder Nominee to the board of directors,
including the information provided by such Shareholder Nominee to the corporation in connection with his or her nomination and
such Shareholder Nominee’s eligibility to serve as a member of the board of directors; (c) that such Shareholder Nominee
has read and agrees, if elected, to comply with all of the corporation’s corporate governance, conflict of interest, confidentiality,
and stock ownership and trading policies and guidelines, and any other corporation policies and guidelines applicable to directors;
(d) understands his or her duties as a director under Pennsylvania law and agrees to act in accordance with those duties while
serving as a director, and (e) that such Shareholder Nominee is not and will not become a party to: (i) any agreement, arrangement
or understanding with any person with respect to any direct or indirect compensation, reimbursement or indemnification of the
Shareholder Nominee in connection with being a Shareholder Nominee that has not been fully disclosed in writing to the corporation
prior to or concurrently with the Nominating Shareholder’s submission of the Proxy Access Nomination Notice; (ii) any agreement,
arrangement, or understanding with any person other than the corporation with respect to any direct or indirect compensation,
reimbursement, or indemnification of the Shareholder Nominee in connection with service or action as a director of the corporation
if so elected; (iii) any agreement, arrangement or understanding with any person or entity as to how such Shareholder Nominee,
if elected, will vote or act on any issue (a “Voting Commitment”) except such as is already existing and has been
fully disclosed to the corporation prior to or concurrently with the Nominating Shareholder’s submission of the Proxy Access
Nomination Notice; or (iv) any Voting Commitment that could limit or interfere with such Shareholder Nominee’s ability to
comply, if elected, with his or her fiduciary duties under applicable law.
(2) The
information and documents required by this Section 4.15(d) to be provided by the Nominating Shareholder shall be: (A) provided
with respect to and executed by each Eligible Shareholder in the case of a Nominating Shareholder comprised of a group of Eligible
Shareholders; and (B) provided with respect to both the persons specified in Instructions 1 and 2 to Items 6(c) and (d) of Schedule
14N (or any successor item) and limited liability companies (x) in the case of a Nominating Shareholder that is an entity and
(y) in the case of a Nominating Shareholder that is a group that includes one or more Eligible Shareholders that are entities.
The Proxy Access Nomination Notice shall be deemed submitted on the date on which all of the information and documents referred
to in this Section 4.15(d) (other than such information and documents contemplated to be provided after the date the Proxy Access
Nomination Notice is provided) have been delivered to and received by the secretary of the corporation.
(e) Exceptions.
(1) Notwithstanding anything to the contrary contained in this Section 4.15, the corporation
may omit from its proxy statement any Shareholder Nominee and any information concerning such Shareholder Nominee (including a
Nominating Shareholder’s Supporting Statement) and no vote on such Shareholder Nominee will occur (notwithstanding that
proxies in respect of such vote may have been received by the corporation), and the Nominating Shareholder may not, after the
last day on which a Proxy Access Nomination Notice would be timely, cure in any way any defect preventing the nomination of such
Shareholder Nominee, if: (A) the corporation receives a notice pursuant to the advance notice requirements set forth in Section
4.14 that a shareholder intends to nominate a candidate for director at the annual meeting, whether or not such notice is subsequently
withdrawn or made the subject of a settlement with the corporation; (B) the Nominating Shareholder (or, in the case of a Nominating
Shareholder consisting of a group of Eligible Shareholders, the Eligible Shareholder that is authorized to act on behalf of the
Nominating Shareholder), or any qualified representative thereof, does not appear at the annual meeting to present the nomination
submitted pursuant to this Section 4.15, the Nominating Shareholder withdraws its nomination or the presiding officer of the annual
meeting declares that such nomination was not made in accordance with the procedures prescribed by this Section 4.15 and shall
therefore be disregarded; (C) the board of directors in good faith determines that such Shareholder Nominee fails to satisfy all
the standards set forth in Section 4.15(d)(1)(E)(7)(a)-(f), such Shareholder Nominee has been, within the past three years, an
officer or director of a competitor, as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914, as amended,
or if such Shareholder Nominee’s nomination or election to the board of directors would result in the corporation violating
or failing to be in compliance with the articles, these bylaws or any applicable law, rule, regulation, order or decree to which
the corporation is subject, including any rules or regulations of any stock exchange on which the corporation’s shares of
common stock are listed; (D) such Shareholder Nominee was nominated for election to the board of directors pursuant to this Section
4.15 at one of the corporation’s two preceding annual meetings of shareholders and either withdrew from or became ineligible
or unavailable for election at such annual meeting or received less than 25% of the votes that all shareholders are entitled to
cast in favor of the election of such Shareholder Nominee; or (E) the corporation is notified, or the board of directors determines,
that the Nominating Shareholder or such Shareholder Nominee has failed to continue to satisfy the eligibility requirements described
in Section 4.15(c), any of the representations and warranties made in the Proxy Access Nomination Notice ceases to be true and
accurate in all material respects (or omits a material fact necessary to make the statements made not misleading), such Shareholder
Nominee becomes unwilling or unable to serve on the board of directors or any material violation or breach occurs of any of the
obligations, agreements, representations or warranties of the Nominating Shareholder or such Shareholder Nominee under this Section
4.15.
(2) Notwithstanding
anything to the contrary contained in this Section 4.15, the corporation may omit from its proxy statement, or may supplement
or correct, any information, including all or any portion of the Supporting Statement or any other statement in support of a Shareholder
Nominee included in the Proxy Access Nomination Notice, if the board of directors determines that: (A) such information is not
true in all material respects or omits a material statement necessary to make the statements made not misleading; (B) such information
directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning
improper, illegal or immoral conduct or associations, without factual foundation, with respect to, any individual, corporation,
partnership, association or other entity, organization or governmental authority; (C) the inclusion of such information in the
proxy statement would otherwise violate the Securities and Exchange Commission’s proxy rules or any other applicable law,
rule or regulation; or (D) the inclusion of such information in the proxy statement would impose a material risk of liability
upon the corporation.
(3) The
corporation may solicit against, and include in the proxy statement its own statement relating to, any Shareholder Nominee.
(f) This
Section 4.15 provides the exclusive method for a shareholder to include nominees for election to the board of directors in the
corporation’s proxy materials.
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 who shall be an officer of the corporation. Any
number of offices may be held by the same person.
(b) Resignations.
Any officer may resign at any time by giving written notice to the corporation. Any such resignation shall be effective at the
date of the receipt thereof by the corporation or at any later time specified therein.
(c) Bonding.
The corporation may secure the fidelity of any or all of its officers by bond or otherwise.
(d) 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, 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 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 shall have been
duly chosen and qualified, or until his or her death, resignation, or removal.
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. Any delegation by the board of directors
of the power to elect, retain or appoint subordinate officers, committees, employees or other agents, shall be deemed to include
the power to remove such subordinate.
Section
5.04. Removal of Officers and Agents.
Any officer or agent of the corporation may be removed by the board 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.
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.
Section
5.07. The Chairman of the Board.
The chairman of the board shall preside at all meetings of 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 be the chief executive officer of the corporation and shall have general supervision over the business and
operations of the corporation, subject, however, to the control of the board of directors. 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
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.
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, the chairman 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 such banks or other places of deposit as the board
of directors may from time to time designate; 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 of the officers elected by the board of directors shall be fixed from time to time by the board of directors or by
such officer as may be designated by resolution of the board. 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
Certificates of Stock, Transfer, Etc.
Section
6.01. Share Certificates.
Certificates for shares of the corporation 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. The share transfer records
and the blank share certificates shall be kept by the secretary or by any transfer agency or registrar designated by the board
of directors for that purpose.
Section
6.02. 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 signed by the president or a vice president and by the secretary or an assistant secretary or
the treasurer or an assistant treasurer, and shall bear the corporate seal, which may be a facsimile, engraved or printed; but
where such certificate is signed by a transfer agent or a registrar the signature of any corporate officer upon such certificate
may be a facsimile, engraved or printed. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature
has been placed upon any share certificate shall have ceased to be such officer, transfer agent or registrar because of death,
resignation or otherwise, before the certificate is issued, it may be issued with the same effect as if the officer, transfer
agent or registrar had not ceased to be such at the date of its issue. The provisions of this Section 6.02 shall be subject to
any inconsistent or contrary agreement in effect at the time between the corporation and any transfer agent or registrar.
Section
6.03. Transfer.
Transfers of shares shall be made on the share register or transfer books of the corporation upon surrender of the certificate
therefor, endorsed by the person named in the certificate or by an attorney lawfully constituted in writing. No transfer shall
be made inconsistent with the provisions of the Uniform Commercial Code, 13 Pa.C.S. Section 8101 et seq., and its amendments and
supplements.
Section
6.04. 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
6.05. 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, Etc.
Section
7.01. Scope of Indemnification.
(a) The
corporation shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in
which the indemnified representative may be involved as a party or otherwise, by reason of the fact that such person is or was
serving in an indemnified capacity, including without limitation liabilities resulting from any actual or alleged breach or neglect
of duty, error, misstatement or misleading statement, negligence, gross negligence or act giving rise to strict or products liability,
except where such indemnification is expressly prohibited by applicable law or where the conduct of the indemnified representative
has been determined pursuant to Section 7.06 to constitute willful misconduct or recklessness within the meaning of 15 Pa.C.S.
Section 1746(b) or any superseding provision of the law, sufficient in the circumstances to bar indemnification against liabilities
arising from the conduct.
(b) If
an indemnified representative is entitled to indemnification in respect of a portion, but not all, of any liabilities to which
such person may be subject, the corporation shall indemnify such indemnified representative to the maximum extent for such portion
of the liabilities.
(c) The
termination of a 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 indemnified representative is not entitled to indemnification.
(d) For
purposes of this Article:
(1) “indemnified
capacity” shall mean any and all past, present and future service by an indemnified representative in one or more capacities
as a director, officer, employee or agent of the corporation, or, at the request of the corporation, as a director, officer, employee,
agent, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or
enterprise;
(2) “indemnified
representative” shall mean any and all directors and officers of the corporation and any other person specifically designated
as an indemnified representative by the board of directors of the corporation under these bylaws (which may, but need not, include
any person serving at the request of the corporation, as a director, officer, employee, agent, fiduciary or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);
(3) “liability”
means any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax assessed with respect to an
employee benefit plan, or cost or expense of any nature (including, without limitation, attorney’s fees and disbursements);
and
(4) “proceeding”
means any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil, criminal, administrative
or investigative, whether formal or informal, and whether brought by or in the right of the corporation, a class of its security
holders or otherwise.
Section
7.02. Proceedings Initiated by Indemnified Representatives.
Notwithstanding any other provisions of this Article, the corporation shall not indemnify under this Article an indemnified representative
for any liability incurred in a proceeding initiated (which shall not be deemed to include counter-claims or affirmative defenses)
or participated in as an intervener or amicus curiae by the person seeking indemnification unless such initiation of or participation
in the proceedings is authorized, either before or after its commencement, by the affirmative vote of a majority of the directors
in office. This Section does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration
under Section 7.06 of this Article or otherwise successfully prosecuting or defending the rights of an indemnified representative
granted by or pursuant to this Article.
Section
7.03. Advancing Expenses.
The corporation shall pay the expenses (including attorney’s fees and disbursements) incurred in good faith by an indemnified
representative in advance of the final disposition of a proceeding described in Section 7.01 or 7.02 of this Article upon receipt
of an undertaking by or on behalf of the indemnified representative to repay such amount if it shall ultimately be determined
pursuant to Section 7.06 of this Article that such person is not entitled to be indemnified by the corporation pursuant to this
Article. The financial ability of an indemnified representative to repay in advance shall not be a prerequisite to the making
of such advance.
Section
7.04. Securing of Indemnification Obligations.
To further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the corporation may maintain
insurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account,
enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the corporation, or
use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as
the board of directors shall deem appropriate. Absent fraud, the determination of the board of directors with respect to such
amounts, costs, terms and conditions shall be conclusive against all security holders, officers and directors and shall not be
subject to violability.
Section
7.05. Payment of Indemnification.
An indemnified representative shall be entitled to indemnification within 30 days after a written request for indemnification
has been delivered to the secretary of the corporation.
Section
7.06. Arbitration.
Any dispute related to the right of indemnification, contribution or advancement of expenses as provided under this Article, except
with respect to indemnification for liabilities arising under the Securities Act of 1933 that the corporation has undertaken to
submit to a court for adjudication, shall be decided only by arbitration in the metropolitan area in which the corporation’s
executive offices are located, in accordance with the commercial arbitration rules then in effect of the American Arbitration
Association before a panel of three arbitrators, one of whom shall be selected by the corporation, the second of whom shall be
selected by the indemnified representative and the third of whom shall be selected by the other two arbitrators. In the absence
of the American Arbitration Association or if for any reason arbitration under the arbitration rules of the American Arbitration
Association cannot be initiated, or if the arbitrators selected by the corporation and the indemnified representative cannot agree
on the selection of a third arbitrator within 30 days after such time as the corporation and the indemnified representative have
each been notified of the selection of the others’ arbitrator, the necessary arbitrator or arbitrators shall be selected
by the presiding judge of the court of general jurisdiction in such metropolitan area. Each arbitrator selected as provided herein
is required to be or have been a director or executive officer or a corporation whose shares of common stock were listed during
at least one year of such service on the New York Stock Exchange or the American Stock Exchange or quoted on the National Association
of Securities Dealers Automated Quotation System. The party or parties challenging the right of an indemnified representative
to the benefits of this Article shall have the burden of proof. The corporation shall reimburse an indemnified representative
for the expenses (including attorney’s fees and disbursements) incurred in successfully prosecuting or defending such arbitration.
Any award entered by the arbitrators shall be final, binding and non-appealable and judgment may be entered thereon by any party
in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable.
Section
7.07. Contribution.
If the indemnification provided for in this Article or otherwise is unavailable for any reason, the corporation shall contribute
to the liabilities to which the indemnified representative may be subject in such proportion as is appropriate to reflect the
intent of this Article or otherwise.
Section
7.08. Discharge of Duty.
An indemnified representative shall be deemed to have discharged such person’s duty to the corporation if he or she has
relied in good faith on information, opinions, reports or statements, including financial statements and other financial data,
in each case prepared or presented by any of the following:
(1) one
or more officers or employees of the corporation whom the indemnified representative reasonably believes to be reliable and competent
with respect to the matter presented;
(2) legal
counsel, public accountants or other persons as to matters that the indemnified representative reasonably believes are within
the person’s professional or expert competence; or
(3) a
committee of the board of directors on which he or she does not serve as to matters within its area of designated authority, which
committee he or she reasonably believes to merit confidence.
Section
7.09. Contract Rights; Amendment or Repeal.
All rights to indemnification, contribution and advancement of expense under this Article shall be deemed a contract between the
corporation and the indemnified representative pursuant to which the corporation and each indemnified representative intend to
be legally bound. Any repeal, amendment or modification of this Article shall not adversely affect any right or protection of
any indemnified representative in respect of any act or omission occurring prior to the time of such repeal, amendment or modification.
Section
7.10. Scope of Articles.
The rights granted by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or
advancement of expense may be entitled under any statute, agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in an indemnified capacity and as to action in any other capacity. The indemnification and advancement of expenses
provided by or granted pursuant to this Article shall continue as to a person who has ceased to be an indemnified representative
in respect to matters arising prior to such time, and shall inure to the benefit of the heirs, executors, administrators and personal
representatives of such a person.
Section
7.11. Reliance of Provisions.
Each person who shall act as an indemnified representative of the corporation shall be deemed to be doing so in reliance upon
the rights provided by this Article, which right shall be deemed vested at the time the person commences acting in such capacity.
Section
7.12. Interpretation.
The provisions of this Article have been approved and ratified by the shareholders of this corporation and are intended to constitute
bylaws authorized by 15 Pa.C.S. Section 1746 and 1750.
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.
Section
8.02. Checks.
All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the board of directors
or any person authorized by resolution of the board of directors may from time to time designate.
Section
8.03. Contracts.
(a) General
rule. 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 officers, agent or agents, 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.
(b) Statutory
form of execution of instruments. Any note, mortgage, evidence of indebtedness, contract
or other document, or any assignment or endorsement thereof, executed or entered into between the corporation and any other person,
when signed by the chairman, the president or vice president and secretary or assistant secretary or treasurer or assistant treasurer
of the corporation, shall be held to have been properly executed for and in behalf of the corporation, without prejudice to the
rights of the corporation against any person who shall have executed the instrument in excess of his or her actual authority.
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 any other 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 which authorizes the contract or transaction, or solely because his, her or their votes are counted for such
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; or
(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 of directors 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 as the board of directors shall from time to time designate.
Section
8.06. Exclusive Forum.
(a) Exclusive
Forum. Unless the corporation consents in writing to the selection of an alternative forum,
the sole and exclusive judicial forum for the following actions and proceedings shall be a state court located within Montgomery
County, Pennsylvania, or if no state court located within such county has jurisdiction over such action or proceeding, the federal
United States District Court for the Eastern District of Pennsylvania:
(1) any derivative action or proceeding brought on behalf of the corporation;
(2) any
action or proceeding asserting a claim of breach of duty owed by any director, officer or other employee of the corporation to
the corporation or the corporation’s shareholders;
(3) any
action or proceeding asserting a claim against the corporation, or any director, officer or other employee of the corporation
arising pursuant to, or involving any interpretation or enforcement of, any provision of the Pennsylvania Associations Code, Business
Corporation Law, the articles, or the bylaws; or
(4) any
action or proceeding asserting a claim peculiar to the relationships between or among the corporation and its officers, directors,
and shareholders, or otherwise governed by or involving the internal affairs doctrine.
Without
limiting any of the foregoing, nothing contained in this section is intended to limit or otherwise adversely affect any property
right vested in the corporation’s shareholders or is intended to limit, determine or address the merits or substance of
any action or proceeding, but instead, the provisions of this section are solely procedural in nature.
(b) Submission
to Jurisdiction. Without limiting the effect of 15 Pa. C. S. § 1505, any person or entity
owning, purchasing or otherwise acquiring any interest in shares of the corporation, including any record or beneficial interest
therein, shall be deemed, to the fullest extent permitted by law, to be a “shareholder” and to have notice of and
consented to the provisions of this section. Any shareholder who initiates an action or proceeding of the types described in clause
(a) above in a court other than a court specified in clause (a) above (a “Foreign Action”) shall be deemed
to have consented to (i) the personal jurisdiction of the courts specified in this section in an action or proceeding brought
against the shareholder to enforce this section (an “Enforcement Action”) and (ii) having service of process
in an Enforcement Action made upon the shareholder by United States mail addressed to the shareholder at the shareholder’s
address as it appears on the records of the corporation or upon the shareholder’s counsel in the Foreign Action by United
States mail addressed to such counsel.
Section
8.07. Corporate Records.
(a) Required
records. The corporation shall keep complete and accurate books and records of accounts,
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 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 such 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
8.08. Amendment of Bylaws.
These bylaws may be amended or repealed, or new bylaws may be adopted, either (i) by vote of the shareholders in accordance with
the articles at any 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 majority of the board of directors of the corporation in office at any regular
or special meeting of directors. 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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