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EXHIBIT B-12
GPU SERVICE, INC.
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BY-LAWS
(As Amended January 1, 1999)
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(AS AMENDED JANUARY 1, 1999)
GPU SERVICE, INC.
BY-LAWS
OFFICES
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1. The principal office of the Corporation shall be in the County of Xxxxxx,
State of New Jersey. The Corporation may also have offices at such other places
as the Board of Directors may from time to time designate or the business of the
Corporation may require.
SEAL
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2. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the words "Corporate Seal" and
"Pennsylvania". If authorized by the Board of Directors, the corporate seal may
be affixed to any certificates of stock, bonds, debentures, notes or other
engraved, lithographed or printed instruments, by engraving, lithographing or
printing thereon such seal or a facsimile thereof, and such seal or facsimile
thereof so engraved, lithographed or printed thereon shall have the same force
and effect, for all purposes, as if such corporate seal had been affixed thereto
by indentation.
STOCKHOLDERS' MEETINGS
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3. All meetings of stockholders shall be held at the principal office of the
Corporation or at such other place as shall be stated in the notice of the
meeting. Such meetings shall be presided over by the chief executive officer of
the Corporation or, in his absence, by such other officer as shall have been
designated for the purpose by the Board of Directors, except when by statute the
election of a presiding officer is required.
4. Annual meetings of stockholders shall be held during the month of May in
each year on such day and at such time as shall be determined by the Board of
Directors and specified in the notice of the meeting. At the annual meeting,
the stockholders entitled to vote shall elect by ballot a Board of Directors and
transact such other business as may properly be brought before the meeting.
Prior to any meeting of stockholders at which an election of directors is to be
held, the Board of Directors shall appoint one judge of election to serve at
such meeting. If there be a failure to appoint a judge or if such judge be
absent or refuse to act or if his office becomes vacant, the stockholders
present at the meeting, by a per capita vote, shall choose temporary judges of
the number required. No director or officer of the Corporation shall be
eligible to appointment or election as a judge.
5. Except as otherwise provided by law or by the Articles of Incorporation,
as amended, the holders of a majority of the shares of stock of the Corporation
issued and outstanding and entitled to vote, present in person or by proxy,
shall be requisite for, and shall constitute a quorum at, any meeting of the
stockholders. If, however, the holders of a majority of such shares of stock
shall not be present or represented by proxy at any such meeting, the
stockholders entitled to vote thereat, present in person or by proxy, shall have
power, by vote of the holders of a majority of the shares of capital stock
present or represented at the meeting, to adjourn the meeting from time to time
without notice
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other than announcement at the meeting, until the holders of the amount of stock
requisite to constitute a quorum, as aforesaid, shall be present in person or by
proxy. At any adjourned meeting at which such quorum shall be present, in person
or by proxy, any business may be transacted which might have been transacted at
the meeting as originally noticed.
6. At each meeting of stockholders each holder of record of shares of
capital stock then entitled to vote shall be entitled to vote in person, or by
proxy appointed by instrument executed in writing by such stockholder or by his
duly authorized attorney; but no proxy shall be valid after the expiration of
eleven months from the date of its execution unless the stockholder executing it
shall have specified therein the length of time it is to continue in force,
which shall be for some specified period. At all elections of directors each
holder of record of shares of capital stock then entitled to vote, shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision) he would be entitled to cast for the election of directors with
respect to his shares of stock multiplied by the number of directors to be
elected, and he may cast all such votes for a single director or may distribute
them among the number to be voted for, or any two or more of them, as he may see
fit. Except as otherwise provided by law or by the Articles of Incorporation, as
amended, each holder of record of shares of capital stock entitled to vote at
any meeting of stockholders shall be entitled to one vote for every share of
capital stock standing in his name on the books of the Corporation. Shares of
capital stock of the Corporation, belonging to the Corporation or to a
corporation controlled by the Corporation through stock ownership or through
majority representation on the board of directors thereof, shall not be voted.
All elections shall be determined by a plurality vote, and, except as otherwise
provided by law or by the Articles of Incorporation, as amended, all other
matters shall be determined by a vote of the holders of a majority of the shares
of the capital stock present or represented at a meeting and voting on such
questions.
7. A complete list of the stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order, with the residence of each, and
the number of shares held by each, shall be prepared by the Secretary and filed
in the principal office of the Corporation at least fifteen days before the
meeting, and shall be open to the examination of any stockholder at all times
prior to such meeting, during the usual hours for business, and shall be
available at the time and place of such meeting and open to the examination of
any stockholder.
8. Special meetings of the stockholders for any purpose or purposes, unless
otherwise prescribed by law, may be called by the Chairman or by the President,
and shall be called by the chief executive officer or Secretary at the request
in writing of any three members of the Board of Directors, or at the request in
writing of holders of record of ten percent of the shares of capital stock of
the Corporation issued and outstanding. Business transacted at all special
meetings of the stockholders shall be confined to the purposes stated in the
call.
9. (a) Notice of every meeting of stockholders, setting forth the time and
the place and briefly the purpose or purposes thereof, shall be mailed, not less
than ten nor more than fifty days prior to such meeting, to each stockholder of
record (at his address appearing on the stock books of the Corporation, unless
he shall have filed with the Secretary of the Corporation a written request that
notices intended for him be mailed to some other address, in which case it shall
be mailed to the address designated in such request) as of a date fixed by the
Board of Directors pursuant to Section 41 of the By-Laws. Except as otherwise
provided by law, by the Articles of Incorporation, as amended, or by the By-
Laws, items of business, in addition to those specified in the notice of
meeting, may be transacted at the annual meeting.
(b) Whenever by any provision of law, the vote of stockholders at a
meeting thereof is required or permitted to be taken in connection with any
corporate action, the meeting and vote of stockholders may be dispensed with, if
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all the stockholders who would have been entitled to vote upon the action if
such meeting were held, shall consent in writing to such corporate action being
taken, and all such consents shall be filed with the Secretary of the
Corporation. However, this section shall not be construed to alter or modify any
provision of law or of the Articles of Incorporation under which the written
consent of the holders of less than all outstanding shares is sufficient for
corporate action.
DIRECTORS
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10. The business and affairs of the Corporation shall be managed by its
Board of Directors, or under the direction of the Board of Directors, which
shall consist of not less than three nor more than nine directors as shall be
fixed from time to time by a resolution adopted by a majority of the entire
Board of Directors, or by the consent of the shareholders, provided, however,
that no decrease in the number of directors constituting the entire Board of
Directors shall shorten the term of any incumbent director. Each director shall
be at least twenty-one years of age. Directors need not be stockholders of the
Corporation. Directors shall be elected at the annual meeting of stockholders,
or, if any such election shall not be held, at a stockholders' meeting called
and held in accordance with the provisions of the Business Corporation Law of
the Commonwealth of Pennsylvania. Each director shall serve until the next
annual meeting of stockholders and thereafter until his successor shall have
been elected and shall qualify.
11. In addition to the powers and authority by the By-Laws expressly
conferred upon it, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law or by the
Articles of Incorporation, as amended, or by the By-Laws directed or required to
be exercised or done by the stockholders.
12. Unless otherwise required by law, in the absence of fraud no contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for such reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors which
authorize the contract or transaction, or solely because his votes are counted
for such purpose if:
(a) The material facts as to his interest and as to the contract or
transaction are disclosed or are known to the Board of Directors, and
the Board in good faith authorizes the contract or transaction by a vote
sufficient for such purposes without counting the vote of the interested
director or directors; or
(b) The material facts as to his interest and as to the contract or
transaction are disclosed or known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or
(c) 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 stockholders.
No director or officer shall be liable to account to the Corporation for
any profit realized by him from or through any such contract or transaction of
the Corporation by reason of his interest as aforesaid in such contract or
transaction if such contract or transaction shall be authorized, approved or
ratified as aforesaid.
No contract or other transaction between the Corporation and any of its
affiliates shall in any case be void or
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voidable or otherwise affected because of the fact that directors or officers of
the Corporation are directors or officers of such affiliate, nor shall any such
director or officer, because of such relation, be deemed interested in such
contract or other transaction under any of the provisions of this Section 12,
nor shall any such director be liable to account because of such relation. For
the purpose of this Section 12, the term "affiliate" shall mean any corporation
which is an "affiliate" of the Corporation within the meaning of the Public
Utility Holding Company Act of 1935, as said Act shall at the time be in effect.
Nothing herein shall create liability in any of the events described in this
Section 12 or prevent the authorization, ratification or approval, in any other
manner provided by law, of any contract or transaction described in this Section
12.
MEETINGS OF THE BOARD OF DIRECTORS
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13. The first meeting of the Board of Directors, for the purpose of
organization, the election of officers, and the transaction of any other
business which may come before the meeting, shall be held on call of the
Chairman within one week after the annual meeting of stockholders. If the
Chairman shall fail to call such meeting, it may be called by the President or
by any director. Notice of such meeting shall be given in the manner prescribed
for Special Meetings of the Board of Directors.
14. Regular meetings of the Board of Directors may be held without notice
except for the purpose of taking action on matters as to which notice is in the
By-Laws required to be given, at such time and place as shall from time to time
be designated by the Board, but in any event at intervals of not more than three
months. Special meetings of the Board of Directors may be called by the Chairman
or by the President or in the absence or disability of the Chairman and the
President, by a Vice President, or by any two directors, and may be held at the
time and place designated in the call and notice of the meeting.
15. Except as otherwise provided by the By-Laws, any item or business may be
transacted at any meeting of the Board of Directors, whether or not such item of
business shall have been specified in the notice of meeting. Where notice of any
meeting of the Board of Directors is required to be given by the By-Laws, the
Secretary or other officer performing his duties shall give notice either
personally or by telephone or telegraph at least twenty-four hours before the
meeting, or by mail at least three days before the meeting. Meetings may be held
at any time and place without notice if all the directors are present or if
those not present waive notice in writing either before or after the meeting.
16. At all meetings of the Board of Directors a majority of the directors in
office shall be requisite for, and shall constitute, a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by law or by the
Articles of Incorporation, as amended, or by the By-Laws.
17. Any regular or special meeting may be adjourned to any time or place by
a majority of the directors present at the meeting, whether or not a quorum
shall be present at such meeting, and no notice of the adjourned meeting shall
be required other than announcement at the meeting.
COMMITTEES
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18. The Board of Directors may, by the vote of a majority of the directors
in office, create an Executive Committee, consisting of two or more members, of
whom one shall be the chief executive officer of the Corporation. The other
members of the Executive Committee shall be designated by the Board of Directors
from their number, shall hold office for such period as the Board of Directors
shall determine and may be removed at any time by the Board of Directors. When
a member of the Executive Committee ceases to be a director, he shall cease to
be a member of the Executive Committee. The Executive Committee shall have all
the powers specifically granted to it by the By-Laws and, between meetings of
the Board of Directors, may also exercise all the powers of the Board of
Directors except such powers as the Board of Directors may exercise by virtue of
Section 11 of the By-Laws. The Executive Committee shall have no power to
revoke any action taken by the Board of Directors, and shall be subject to any
restriction imposed by law, by the By-Laws, or by the Board of Directors.
19. The Executive Committee shall cause to be kept regular minutes of its
proceedings, which may be transcribed in the regular minute book of the
Corporation, and all such proceedings shall be reported to the Board of
Directors at its next succeeding meeting, and the action of the Executive
Committee shall be subject to revision or alteration by the Board of Directors,
provided that no rights which, in the absence of such revision or alteration,
third persons would have had shall be affected by such revision or alteration.
A majority of the Executive Committee shall constitute a quorum at any meeting.
The Board of Directors may by vote of a majority of the total number of
directors provided for in Section 10 of the By-Laws fill any vacancies in the
Executive Committee. The Executive Committee shall designate one of its number
as Chairman of the Executive Committee and may, from time to time, prescribe
rules and regulations for the calling and conduct of meetings of the Committee,
and other matters relating to its procedure and the exercise of its powers.
20. From time to time the Board of Directors may appoint any other committee
or committees for any purpose or purposes, which committee or committees shall
have such powers and such tenure of office as shall be specified in the
resolution of appointment. The chief executive officer of the Corporation shall
be a member ex officio of all committees of the Board.
COMPENSATION AND REIMBURSEMENT OF DIRECTORS AND MEMBERS OF THE EXECUTIVE
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COMMITTEE
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21. Directors, other than salaried officers of the Corporation or its
affiliates, shall receive compensation and benefits for their services as
directors, at such rate or under such conditions as shall be fixed from time to
time by the Board, and all directors shall be reimbursed for their reasonable
expenses, if any, of attendance at each regular or special meeting of the Board
of Directors.
22. Directors, other than salaried officers of the Corporation or its
affiliates, who are members of any committee of the Board shall receive
compensation for their services as such members as shall be fixed from time to
time by the Board, and shall be reimbursed for their reasonable expenses, if
any, in attending meetings of the Executive Committee or such other Committees
of the Board and of otherwise performing their duties as members of such
Committees.
OFFICERS
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23. The officers of the Corporation shall be chosen by vote of a majority of
the directors in office and shall be a President, one or more Vice Presidents, a
Secretary and a Treasurer, and may include a Chairman, a President - Fossil
Generation, a President - Operations Division, a Comptroller, one or more
Assistant Secretaries, one or more Assistant
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Treasurers, and one or more Assistant Comptrollers. If a Chairman shall be
chosen, the Board of Directors shall designate either the Chairman or the
President as chief executive officer of the Corporation. If a Chairman shall not
be chosen, the President shall be the chief executive officer of the
Corporation. The Chairman and a President who is designated chief executive
officer of the Corporation shall be chosen from among the directors. A President
who is not chief executive officer of the Corporation and none of the other
officers need be a director. If a Comptroller shall not be chosen, the Board of
Directors shall designate another officer as principal accounting officer of the
Corporation who in his capacity as such shall have the duties and
responsibilities set forth in Section 33 hereof. Any two offices may be occupied
and the duties thereof may be performed by one person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity.
24. The salaries and other compensation of the officers of the Corporation
shall be determined from time to time by the chief executive officer, subject,
in the case of those officers who are also officers of GPU, Inc., to the
concurrence of the Board of Directors of that Corporation; and, in the case of
officers of the Operations Division or Fossil Generation who are also officers
of a subsidiary of GPU, Inc., to the approval of the respective subsidiary's
board of directors.
25. The Board of Directors may appoint such officers and such
representatives or agents as shall be deemed necessary, who shall hold office
for such terms, exercise such powers, and perform such duties as shall be
determined from time to time by the Board of Directors.
26. The salary or other compensation of all employees other than officers of
the Corporation shall be fixed by the chief executive officer of the Corporation
or by such other officer as shall be designated for that purpose by the Board of
Directors.
27. The officers of the Corporation shall hold office until the first
meeting of the Board of Directors after the next succeeding annual meeting of
stockholders and until their respective successors are chosen and qualify. Any
officer elected pursuant to Section 23 of the By-Laws may be removed at any
time, with or without cause, by the vote of a majority of the directors in
office. Any other officer and any representative, employee or agent of the
Corporation may be removed at any time, with or without cause, by action of the
Board of Directors, or, in the absence of action by the Board of Directors, by
the Executive Committee, or the chief executive officer of the Corporation, or
such other officer as shall have been designated for that purpose by the chief
executive officer of the Corporation.
THE CHAIRMAN
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28. (a) If a Chairman shall be chosen by the Board of Directors, he shall
preside at all meetings of the Board at which he shall be present.
(b) If a Chairman shall be chosen by the Board of Directors and if he
shall be designated by the Board as chief executive officer of the Corporation,
(i) he shall have supervision, direction and control of the conduct
of the business of the Corporation, subject, however, to the
control of the Board of Directors and the Executive Committee, if
there be one;
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(ii) he may sign in the name and on behalf of the Corporation any
and all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the
Corporation, and, when authorized by the Board of Directors or the
Executive Committee, if there be one, may sign in the name and on
behalf of the Corporation any and all contracts, agreements or
other instruments of any nature pertaining to the business of the
Corporation;
(iii) he may, unless otherwise directed by the Board of Directors
pursuant to Section 38 of the By-Laws, attend in person or by
substitute or proxy appointed by him and act and vote on behalf of
the Corporation at all meetings of stockholders of any corporation
in which the Corporation holds stock and grant any consent, waiver,
or power of attorney in respect of such stock;
(iv) he shall, whenever it may in his opinion be necessary or
appropriate, prescribe the duties of officers and employees of the
Corporation whose duties are not otherwise defined; and
(v) he shall have such other powers and perform such other duties
as may be prescribed from time to time by law, by the By-Laws, or
by the Board of Directors.
(c) If a Chairman shall be chosen by the Board of Directors and if he
shall not be designated by the Board as chief executive officer of the
Corporation,
(i) he may sign in the name and on behalf of the Corporation any
and all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the
Corporation and, when authorized by the Board of Directors or the
Executive Committee, if there be one, may sign in the name and on
behalf of the Corporation any and all contracts, agreements or
other instruments of any nature pertaining to the business of the
Corporation;
(ii) he shall have such other powers and perform such other duties
as may be prescribed from time to time by law, by the By-Laws, or
by the Board of Directors.
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THE PRESIDENT
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29. (a) If a Chairman shall not be chosen by the Board of Directors, the
President shall preside at all meetings of the Board at which he shall be
present.
(b) If the President shall be designated by the Board of Directors as
chief executive officer of the Corporation,
(i) he shall have supervision, direction and control of the conduct
of the business of the Corporation, subject, however, to the
control of the Board of Directors and the Executive Committee if
there be one;
(ii) he may sign in the name and on behalf of the Corporation any
and all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the
Corporation, and, when authorized by the Board of Directors or the
Executive Committee, if there be one, may sign in the name and on
behalf of the Corporation any and all contracts, agreements, or
other instruments of any nature pertaining to the business of the
Corporation;
(iii) he may, unless otherwise directed by the Board of Directors
pursuant to Section 38 of the By-Laws, attend in person or by
substitute or proxy appointed by him and act and vote on behalf of
the Corporation at all meetings of the stockholders of any
corporation in which the Corporation holds stock and grant any
consent, waiver, or power of attorney in respect of such stock;
(iv) he shall, whenever it may in his opinion be necessary or
appropriate, prescribe the duties of officers and employees of the
Corporation whose duties are not otherwise defined; and
(v) he shall have such other powers and perform such other duties
as may be prescribed from time to time by law, by the By-Laws, or
by the Board of Directors.
(c) If the Chairman shall be designated by the Board of Directors as
chief executive officer of the Corporation, the President,
(i) shall be the chief operating officer of the Corporation;
(ii) shall have supervision, direction and control of the conduct
of the business of the Corporation, in the absence or disability of
the Chairman, subject, however, to the control of the Board of
Directors and the Executive Committee, if there be one;
(iii) may sign in the name and on behalf of the Corporation any and
all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the
Corporation, and, when authorized by the Board of Directors or the
Executive Committee, if there be one, may sign in the name and on
behalf of the Corporation any and all contracts, agreements or
other instruments of any nature pertaining to the business of the
Corporation;
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(iv) at the request or in the absence or disability of the
Chairman, may, unless otherwise directed by the Board of Directors
pursuant to Section 38 of the By-Laws, attend in person or by
substitute or proxy appointed by him and act and vote on behalf of
the Corporation at all meetings of the stockholders of any
corporation in which the Corporation holds stock and grant any
consent, waiver, or power of attorney in respect of such stock;
(v) at the request or in the absence or disability of the Chairman,
whenever in his opinion it may be necessary or appropriate, shall
prescribe the duties of officers and employees of the Corporation
whose duties are not otherwise defined; and
(vi) shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws, or by
the Board of Directors.
THE PRESIDENT - FOSSIL GENERATION
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29A. The President - Fossil Generation
(i) shall be the chief operating officer of the Fossil Generation
Division of the Corporation;
(ii) shall have supervision, direction and control of the conduct
of the business of the Fossil Generation Division of the Corporation,
subject, however, to the control of the President, the Board of Directors and
the Executive Committee, if there be one;
(iii) may sign in the name and on behalf of the Corporation any and
all contracts, agreements or other instruments pertaining to matters which
arise in the ordinary course of business of the Fossil Generation Division of
the Corporation, and, when authorized to do so by the President, the Board of
Directors or the Executive Committee, if there be one, may sign in the name
and on behalf of the Fossil Generation Division of the Corporation any and
all contracts, agreements or other instruments of any nature pertaining to
the business of the Fossil Generation Division of the Corporation; and
(iv) shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws, or by the Board
of Directors.
THE PRESIDENT - OPERATIONS DIVISION
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29B. The President - Operations Division
(i) shall be the chief operating officer of the Operations
Division of the Corporation;
(ii) shall have supervision, direction and control of the conduct
of the business of the Operations Division of the Corporation, subject,
however, to the control of the President, the Board of Directors and the
Executive Committee, if there be one;
(iii) may sign in the name and on behalf of the Corporation any and
all contracts, agreements or other instruments pertaining to matters which
arise in the ordinary course of business of the Operations Division of the
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Corporation, and, when authorized to do so by the President, the Board of
Directors or the Executive Committee, if there be one, may sign in the name
and on behalf of the Operations Division of the Corporation any and all
contracts, agreements or other instruments of any nature pertaining to the
business of the Operations Division of the Corporation; and
(iv) shall have such other powers and perform such other duties as may
be prescribed from time to time by law, by the By-Laws, or by the Board of
Directors.
VICE PRESIDENT
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30. (a) The Vice President shall, in the absence or disability of the
President, if the President has been designated chief executive officer of the
Corporation or if the President is acting pursuant to the provisions of
Subsection 29 (c) (ii) of the By-Laws, have supervision, direction and control
of the conduct of the business of the Corporation, subject, however, to the
control of the Directors and the Executive Committee, if there be one.
(b) He may sign in the name of and on behalf of the Corporation any and
all contracts, agreements or other instruments pertaining to matters which arise
in the ordinary course of business of the Corporation, and, when authorized by
the Board of Directors or the Executive Committee, if there be one, except in
cases where the signing thereof shall be expressly delegated by the Board of
Directors or the Executive Committee to some other officer or agent of the
Corporation.
(c) He may, if the President has been designated chief executive officer
of the Corporation or if the President is acting pursuant to the provisions of
Subsection 29 (c) (ii) of the By-Laws, at the request or in the absence or
disability of the President or in case of the failure of the President to
appoint a substitute or proxy as provided in Subsections 29 (b) (iii) and 29 (c)
(iv) of the By-Laws, unless otherwise directed by the Board of Directors
pursuant to Section 38 of the By-Laws, attend in person or by substitute or
proxy appointed by him and act and vote in behalf of the Corporation at all
meetings of the stockholders of any corporation in which the Corporation holds
stock and grant any consent, waiver or power of attorney in respect of such
stock.
(d) He shall have such other powers and perform such other duties as may
be prescribed from time to time by law, by the By-Laws, or by the Board of
Directors.
(e) The Board of Directors may designate one or more of such Vice
Presidents as a Senior Vice President or an Executive Vice President. The Board
of Directors may assign to such Vice Presidents their respective duties and may,
if the President has been designated chief executive officer of the Corporation
or if the President is acting pursuant to the provisions of Subsection 29 (c)
(ii) of the By-Laws, designate the order in which the respective Vice Presidents
shall have supervision, direction and control of the business of the Corporation
in the absence or disability of the President.
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THE SECRETARY
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31. (a) The Secretary shall attend all meetings of the Board of Directors
and all meetings of the stockholders and record all votes and the minutes of all
proceedings in books to be kept for that purpose; and he shall perform like
duties for the Executive Committee and any other committees created by the Board
of Directors.
(b) He shall give, or cause to be given, notice of all meetings of the
stockholders, the Board of Directors, or the Executive Committee of which notice
is required to be given by law or by the By-Laws.
(c) He shall have such other powers and perform such other duties as may
be prescribed from time to time by law, by the By-Laws, or the Board of
Directors.
(d) Any records kept by the Secretary shall be the property of the
Corporation and shall be restored to the Corporation in case of his death,
resignation, retirement or removal from office.
(e) He shall be the custodian of the seal of the Corporation and,
pursuant to Section 45 of the By-Laws and in other instances where the execution
of documents in behalf of the Corporation is authorized by the By-Laws or by the
Board of Directors, may affix the seal to all instruments requiring it and
attest the ensealing and the execution of such instruments.
(f) He shall have control of the stock ledger, stock certificate book
and all books containing minutes of any meeting of the stockholders, Board of
Directors, or Executive Committee or other committee created by the Board of
Directors, and of all formal records and documents relating to the corporate
affairs of the Corporation.
(g) Any Assistant Secretary or Assistant Secretaries shall assist the
Secretary in the performance of his duties, shall exercise his powers and duties
at his request or in his absence or disability, and shall exercise such other
powers and duties as may be prescribed by the Board of Directors.
THE TREASURER
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32. (a) The Treasurer shall be responsible for the safekeeping of the
corporate funds and securities of the Corporation, and shall maintain and keep
in his custody full and accurate accounts of receipts and disbursements in books
belonging to the Corporation, and shall deposit all moneys and other funds of
the Corporation in the name and to the credit of the Corporation, in such
depositories as may be designated by the Board of Directors.
(b) He shall disburse the funds of the Corporation in such manner as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements.
(c) Pursuant to Section 45 of the By-Laws, he may, when authorized by
the Board of Directors, affix the seal to all instruments requiring it and shall
attest the ensealing and execution of said instruments.
(d) He shall exhibit at all reasonable times his accounts and records to
any director of the Corporation upon application during business hours at the
office of the Corporation where such accounts and records are kept.
(e) He shall render an account of all his transactions as Treasurer at
all regular meetings of the Board of
11
Directors, or whenever the Board may require it, and at such other times as may
be requested by the Board or by any director of the Corporation.
(f) If required by the Board of Directors, he shall give the Corporation
a bond, the premium on which shall be paid by the Corporation, in such form and
amount and with such surety or sureties as shall be satisfactory to the Board,
for the faithful performance of the duties of his office, and for the
restoration to the Corporation in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.
(g) He shall perform all duties generally incident to the office of
Treasurer, and shall have other powers and duties as from time to time may be
prescribed by law, by the By-Laws, or by the Board of Directors.
(h) Any Assistant Treasurer or Assistant Treasurers shall assist the
Treasurer in the performance of his duties, shall exercise his powers and duties
at his request or in his absence or disability, and shall exercise such other
powers and duties as may be prescribed by the Board of Directors. If required
by the Board of Directors, any Assistant Treasurer shall give the Corporation a
bond, the premium on which shall be paid by the Corporation, similar to that
which may be required to be given by the Treasurer.
COMPTROLLER
-----------
33. (a) The Comptroller of the Corporation shall be the principal
accounting officer of the Corporation and shall be accountable and report
directly to the Board of Directors. If required by the Board of Directors, the
Comptroller shall give the Corporation a bond, the premium on which shall be
paid by the Corporation in such form and amount and with such surety or sureties
as shall be satisfactory to the Board, for the faithful performance of the
duties of his office.
(b) He shall keep or cause to be kept full and complete books of account
of all operations of the Corporation and of its assets and liabilities.
(c) He shall have custody of all accounting records of the Corporation
other than the record of receipts and disbursements and those relating to the
deposit or custody of money or securities of the Corporation, which shall be in
the custody of the Treasurer.
(d) He shall exhibit at all reasonable times his books of account and
records to any director of the Corporation upon application during business
hours at the office of the Corporation where such books of account and records
are kept.
(e) He shall render reports of the operations and business and of the
condition of the finances of the Corporation at regular meetings of the Board of
Directors, and at such other times as he may be requested by the Board or by any
director of the Corporation, and shall render a full financial report at the
annual meeting of the stockholders, if called upon to do so.
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(f) He shall receive and keep in his custody an original copy of each
written contract made by or on behalf of the Corporation.
(g) He shall receive periodic reports from the Treasurer of the
Corporation of all receipts and disbursements, and shall see that correct
vouchers are taken for all disbursements for any purpose.
(h) He shall perform all duties generally incident to the office of
Comptroller, and shall have such other powers and duties as from time to time
may be prescribed by law, by the By-Laws, or by the Board of Directors.
(i) Any Assistant Comptroller or Assistant Comptrollers shall assist the
Comptroller in the performance of his duties, shall exercise his powers and
duties at his request or in his absence or disability and shall exercise such
other powers and duties as may be conferred or required by the Board of
Directors. If required by the Board of Directors, any Assistant Comptroller
shall give the Corporation a bond, the premium on which shall be paid by the
Corporation, similar to that which may be required to be given by the
Comptroller.
VACANCIES
---------
34. If the office of any director becomes vacant by reason of death,
resignation, retirement, disqualification, or otherwise, the remaining
directors, by the vote of a majority of those then in office, at a meeting, the
notice of which shall have specified the filling of such vacancy as one of its
purposes, may choose a successor, who shall hold office for the unexpired term
in respect of which such vacancy occurs. If the office of any officer of the
Corporation shall become vacant for any reason, the Board of Directors, at a
meeting, the notice of which shall have specified the filling of such vacancy as
one of its purposes, may choose a successor who shall hold office for the
unexpired term in respect of which such vacancy occurred. Pending action by the
Board of Directors at such meeting, the Board of Directors or the Executive
Committee may choose a successor temporarily to serve as an officer of the
Corporation.
RESIGNATIONS
------------
35. Any officer or any director of the Corporation may resign at any time,
such resignation to be made in writing and transmitted to the Secretary. Such
resignation shall take effect from the time of its acceptance, unless some time
be fixed in the resignation, and then from that time. Nothing herein shall be
deemed to relieve any officer from liability for breach of any contract of
employment resulting from any such resignation.
DUTIES OF OFFICERS MAY BE DELEGATED
-----------------------------------
36. In case of the absence or disability of any officer of the Corporation,
or for any other reason the Board of Directors may deem sufficient, the Board,
by vote of a majority of the total number of directors provided for in Section
10 of the By-Laws may, notwithstanding any other provisions of the By-Laws,
delegate or assign, for the time being, the powers or duties, or any of them, of
such officer to any other officer or to any director.
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INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
----------------------------------------------------
37. (a) A director shall not be personally liable for monetary damages as
such for any action taken, or any failure to take any action, on or after
January 27, 1987 unless the director has breached or failed to perform the
duties of his office under Section 8363 of the Pennsylvania Directors Liability
Act, and the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness. The provisions of this subsection (a) 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.
(b) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
whether formal or informal, and whether brought by or in the right of the
Corporation or otherwise, by reason of the fact that he was a director, officer
or employee of the Corporation (and may indemnify any person who was an agent of
the Corporation), or a person serving at the request of the Corporation as a
director, officer, partner, fiduciary or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, to
the fullest extent permitted by law, including without limitation
indemnification against expenses (including attorneys' fees and disbursements),
damages, punitive damages, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such proceeding unless the act or failure to act giving rise to the claim for
indemnification is finally determined by a court to have constituted willful
misconduct or recklessness.
(c) The Corporation shall pay the expenses (including attorneys' fees
and disbursements) actually and reasonably incurred in defending a civil or
criminal action, suit or proceeding on behalf of any person entitled to
indemnification under subsection (b) in advance of the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation, and may pay such expenses in advance on
behalf of any agent on receipt of a similar undertaking. The financial ability
of such person to make such repayment shall not be a prerequisite to the making
of an advance.
(d) For purposes of this Section:
(i) the Corporation shall be deemed to have requested an officer,
director, employee or agent to serve as fiduciary with respect to an
employee benefit plan where the performance by such person of duties
to the Corporation also imposes duties on, or otherwise involves
services by, such person as a fiduciary with respect to the plan;
(ii) excise taxes assessed with respect to any transaction with an
employee benefit plan shall be deemed "fines"; and
(iii) action taken or omitted by such person with respect to an
employee benefit plan in the performance of duties for a purpose
reasonably believed to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which
is not opposed to the best interests of the Corporation.
(e) To further effect, satisfy or secure the indemnification obligations
provided herein or otherwise, the
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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.
(f) All rights of indemnification under this Section shall be deemed a
contract between the Corporation and the person entitled to indemnification
under this Section pursuant to which the Corporation and each such person intend
to be legally bound. Any repeal, amendment or modification hereof shall be
prospective only and shall not limit, but may expand, any rights or obligations
in respect of any proceeding whether commenced prior to or after such change to
the extent such proceeding pertains to actions or failures to act occurring
prior to such change.
(g) The indemnification, as authorized by this Section, shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any statute, agreement, vote of
shareholders, or disinterested directors or otherwise, both as to action in an
official capacity and as to action in any other capacity while holding such
office. The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section shall continue as to a person who has ceased to be an
officer, director, employee or agent in respect of matters arising prior to such
time, and shall inure to the benefit of the heirs, executors and administrators
of such person.
STOCK OF OTHER CORPORATIONS
---------------------------
38. The Board of Directors may authorize any director, officer or other
person on behalf of the Corporation to attend, act and vote at meetings of the
stockholders of any corporation in which the Corporation shall hold stock, and
to exercise thereat any and all of the rights and powers incident to the
ownership of such stock and to execute waivers of notice of such meetings and
calls therefor.
CERTIFICATES OF STOCK
---------------------
39. The certificates of stock of the Corporation shall be numbered and shall
be entered in the books of the Corporation as they are issued. They shall
exhibit the holder's name and number of shares and may include his address. No
fractional shares of stock shall be issued. Certificates of stock shall be
signed by the Chairman, President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, and shall be
sealed with the seal of the Corporation. Where any certificate of stock is
signed by a transfer agent or transfer clerk, who may but need not be an officer
or employee of the Corporation, and by a registrar, the signatures of any such
Chairman, President, Vice President, Secretary, Assistant Secretary, Treasurer,
or Assistant Treasurer upon such certificate may be facsimiles, engraved or
printed. In case any such officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such before such
certificate of stock is issued, it may be issued by the Corporation with the
same effect as if such officer had not ceased to be such at the date of its
issue.
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TRANSFER OF STOCK
-----------------
40. Transfers of stock shall be made on the books of the Corporation only by
the person named in the certificate or by attorney, lawfully constituted in
writing, and upon surrender of the certificate therefor.
FIXING OF RECORD DATE
---------------------
41. The Board of Directors is hereby authorized to fix a time, not exceeding
fifty (50) days preceding the date of any meeting of stockholders or the date
fixed for the payment of any dividend or the making of any distribution, or for
the delivery of evidences of rights or evidences of interests arising out of any
change, conversion or exchange of capital stock, as a record time for the
determination of the stockholders entitled to notice of and to vote at such
meeting or entitled to receive any such dividend, distribution, rights or
interests, as the case may be; and all persons who are holders of record of
capital stock at the time so fixed and no others, shall be entitled to notice of
and to vote at such meeting, and only stockholders of record at such time shall
be entitled to receive any such notice, dividend, distribution, rights or
interests.
REGISTERED STOCKHOLDERS
-----------------------
42. The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and accordingly shall not
be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by statutes of the Commonwealth
of Pennsylvania.
LOST CERTIFICATES
-----------------
43. Any person claiming a certificate of stock to be lost or destroyed shall
make an affidavit or affirmation of that fact, whereupon a new certificate may
be issued of the same tenor and for the same number of shares as the one alleged
to be lost or destroyed; provided, however, that the Board of Directors may
require, as a condition to the issuance of a new certificate, the payment of the
reasonable expenses of such issuance or the furnishing of a bond of indemnity in
such form and amount and with such surety or sureties, or without surety, as the
Board of Directors shall determine, or both the payment of such expenses and the
furnishing of such bond, and may also require the advertisement of such loss in
such manner as the Board of Directors may prescribe.
INSPECTION OF BOOKS
-------------------
44. The Board of Directors may determine whether and to what extent, and at
what time and places and under what conditions and regulations, the accounts and
books of the Corporation (other than the books required by statute to be open to
the inspection of stockholders), or any of them, shall be open to the inspection
of stockholders, and no stockholder shall have any right to inspect any account
or book or document of the Corporation, except as such right may be conferred by
statutes of the Commonwealth of Pennsylvania or by the By-Laws or by resolution
of the Board of Directors or of the stockholders.
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CHECKS, NOTES, BONDS AND OTHER INSTRUMENTS
------------------------------------------
45. (a) All checks or demands for money and notes of the Corporation shall
be signed by such person or persons (who may but need not be an officer or
officers of the Corporation) as the Board of Directors may from time to time
designate, either directly or through such officers of the Corporation as shall,
by resolution of the Board of Directors, be authorized to designate such person
or persons. If authorized by the Board of Directors, the signatures of such
persons, or any of them, upon any checks for the payment of money may be made by
engraving, lithographing or printing thereon a facsimile of such signatures, in
lieu of actual signatures, and such facsimile signatures so engraved,
lithographed or printed thereon shall have the same force and effect as if such
persons had actually signed the same.
(b) All bonds, mortgages and other instruments requiring a seal, when
required in connection with matters which arise in the ordinary course of
business or when authorized by the Board of Directors, shall be executed on
behalf of the Corporation by the Chairman or the President or a Vice President,
and the seal of the Corporation shall be thereupon affixed by the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer, who shall,
when required, attest the ensealing and execution of said instrument. If
authorized by the Board of Directors, a facsimile of the seal may be employed
and such facsimile of the seal may be engraved, lithographed or printed and
shall have the same force and effect as an impressed seal. If authorized by the
Board of Directors, the signatures of the Chairman or the President or a Vice
President and the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer upon any engraved, lithographed or printed bonds,
debentures, notes or other instruments may be made by engraving, lithographing
or printing thereon a facsimile of such signatures, in lieu of actual
signatures, and such facsimile signatures so engraved, lithographed or printed
thereon shall have the same force and effect as if such officers had actually
signed the same. In case any officer who has signed, or whose facsimile
signature appears on, any such bonds, debentures, notes or other instruments
shall cease to be such officer before such bonds, debentures, notes or other
instruments shall have been delivered by the Corporation, such bonds,
debentures, notes or other instruments may nevertheless be adopted by the
Corporation and be issued and delivered as though the person who signed the
same, or whose facsimile signature appears thereon, had not ceased to be such
officer of the Corporation.
RECEIPTS FOR SECURITIES
-----------------------
46. All receipts for stocks, bonds or other securities received by the
Corporation shall be signed by the Treasurer or an Assistant Treasurer, or by
such other person or persons as the Board of Directors or Executive Committee
shall designate.
FISCAL YEAR
-----------
47. The fiscal year shall begin the first day of January in each year.
DIVIDENDS
---------
48. (a) Dividends in the form of cash or securities, upon the capital stock
of the Corporation, to the extent permitted by law, may be declared by the Board
of Directors at any regular or special meeting.
(b) The Board of Directors shall have power to fix and determine, and
from time to time vary, the amount to be reserved as working capital; to
determine whether any, and if any, what part of any, surplus of the Corporation
shall be declared as dividends; to determine the date or dates for the
declaration and payment or distribution of
17
dividends; and, before payment of any dividend or the making of any distribution
to set aside out of the surplus of the Corporation such amount or amounts as the
Board of Directors from time to time, in its absolute discretion, may think
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for such other purpose as it shall deem to be in the interests of the
Corporation.
DIRECTORS' ANNUAL STATEMENT
---------------------------
49. The Board of Directors shall present or cause to be presented at each
annual meeting of stockholders, and when called for by vote of the stockholders
at any special meeting of the stockholders, a full and clear statement of the
business and condition of the Corporation.
NOTICES
-------
50. (a) Whenever under the provisions of the By-Laws notice is required to
be given to any director, officer or stockholder, it shall not be construed to
require personal notice, but, except as otherwise specifically provided, such
notice may be given in writing, by mail, by depositing a copy of the same in a
post office, letter box or mail chute, maintained by the United States Postal
Service, postage prepaid, addressed to such stockholder, officer or director, at
his address as the same appears on the books of the Corporation.
(b) A stockholder, director or officer xxx xxxxx in writing any notice
required to be given to him by law or by the By-Laws.
PARTICIPATION IN MEETINGS BY TELEPHONE
--------------------------------------
51. At any meeting of the Board of Directors or the Executive Committee or
any other committee designated by the Board of Directors, one or more directors
may participate in such meeting in lieu of attendance in person by means of the
conference telephone or similar communications equipment by means of which all
persons participating in the meeting will be able to hear and speak.
OATH OF JUDGES OF ELECTION
--------------------------
52. The judges of election appointed to act at any meeting of the
stockholders shall, before entering upon the discharge of their duties, be sworn
faithfully to execute the duties of judge at such meeting with strict
impartiality and according to the best of their ability.
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AMENDMENTS
----------
53. The By-Laws may be altered or amended by the affirmative vote of the
holders of a majority of the capital stock represented and entitled to vote at a
meeting of the stockholders duly held, provided that the notice of such meeting
shall have included notice of such proposed amendment. The By-Laws may also be
altered or amended by the affirmative vote of a majority of the directors in
office at a meeting of the Board of Directors, the notice of which shall have
included notice of the proposed amendment. In the event of the adoption,
amendment, or repeal of any By-Law by the Board of Directors pursuant to this
Section, there shall be set forth in the notice of the next meeting of
stockholders for the election of directors the By-Law so adopted, amended or
repealed together with a concise statement of the changes made. By the
affirmative vote of the holders of a majority of the capital stock represented
and entitled to vote at such meeting, the By-Laws may, without further notice,
be altered or amended by amending or repealing such action by the Board of
Directors.
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