Exhibit 3.1
BY-LAWS
OF
V.F. CORPORATION
(A Pennsylvania Corporation)
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Place of Meeting. Meetings of shareholders shall be held at such geographic
location, within or without the Commonwealth of Pennsylvania, as may be fixed from time to time by
the Board of Directors or in the case of a special meeting, the Secretary. If no such geographic
location is so fixed by the Board of Directors or the Secretary, as applicable, meetings of the
shareholders shall be held at the executive office of the Corporation wherever situated.
Section 2. Annual Meeting. The Annual Meeting of the shareholders for the election of
directors and for the transaction of such other business as may properly come before the meeting
shall be held in each calendar year, commencing with the year 2000, at such time and on such date
as the Board of Directors shall determine, or if the Board of Directors fails to set a time and
date, at 10:30 a.m. on the fourth Tuesday in April in each year, if such day is not a legal
holiday, and if a legal holiday, then on the first following day that is not a legal holiday, at
such place and time as shall be fixed by the Board of Directors. If the Annual Meeting shall not be
called and held within six months after the designated time, any shareholder may call such meeting
at any time thereafter.
Section 3. Special Meetings. Special meetings of shareholders may be called at any time by
the Chairman, the President, or the Board of Directors, and may be called by a shareholder only as
provided in Section 2521(b) of the Pennsylvania Business Corporation Law of 1988, as amended (the
Pennsylvania Business Corporation Law). At any time, upon written request of any person or
persons entitled to call a special meeting, such request stating the purpose or purposes of such
meeting, it shall be the duty of the Secretary forthwith to call a special meeting of the
shareholders, which, if the meeting is called pursuant to a statutory right, shall be held at such
time and at such geographic location as the Secretary may fix, not more than 60 days after the
receipt of the request. If the Secretary shall neglect or refuse to issue such call, the person or
persons making the request may do so.
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Section 4. Adjournment. Adjournment or adjournments of any annual or special meeting may be
taken, including one at which directors are to be elected, for such period as the shareholders
present and entitled to vote shall direct.
Section 5. Notice of Meetings. Written notice (conforming to the provisions of Section 1 of
Article IV of these By-Laws) of every meeting of the shareholders shall be given by the Secretary
in the case of an Annual Meeting, and by or at the direction of the person or persons authorized to
call the meeting in the case of a special meeting, to each shareholder of record entitled to vote
at the meeting, at least 10 days prior to the day named for the meeting, unless a greater period of
notice is by law required in a particular case. When a meeting 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 such adjournment is taken,
unless the Board of Directors fixes a new record date for the adjourned meeting or the Pennsylvania
Business Corporation Law requires notice of the business to be transacted and such notice has not
previously been given. If the Corporation solicits proxies generally with respect to a meeting of
its shareholders, it need not give notices of the meeting, or any material that accompanies the
notice, to any shareholder to whom the Corporation is not required to send a proxy statement
pursuant to the rules of the Securities and Exchange Commission.
Section 6. Quorum of Shareholders. A meeting of shareholders duly called shall not be
organized for the transaction of business unless a quorum is present. The presence, in person or by
proxy, of the holders of a majority of the outstanding shares entitled to cast a vote on the
particular matter to be acted upon shall constitute a quorum for the purposes of consideration and
action on the matter. The shareholders present at a duly organized meeting can continue to do
business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum. To the extent a quorum is present with respect to consideration and action on a
particular matter or matters but a quorum is not present as to another matter or other matters,
consideration and action on the matter or matters for which a quorum is present may occur and,
after such consideration and action, the meeting may be adjourned for purposes of the consideration
of and action on the matter or matters for which a quorum is not present. If a meeting cannot be
organized because a quorum has not attended, those present may adjourn the meeting to such time and
place as they may determine; provided, however, that (i) in the case of any meeting called for the
election of directors, those who attend the second of such adjourned meetings, although less than a
quorum as fixed in this Section, shall nevertheless constitute a quorum for the purpose of electing
directors and (ii) in the case of a meeting that has been previously adjourned for one or more
periods aggregating at least 15 days because of an absence of a quorum, although less than a quorum
as fixed in the Pennsylvania Business Corporation Law or in these By-laws, shall nevertheless
constitute a quorum for the purpose of acting upon any matter set forth in the notice of the
meeting if the notice states
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that those shareholders who attend the adjourned meeting shall nevertheless constitute a quorum for
the purpose of acting upon the matter.
Section 7. Organization. At every meeting of the shareholders, the Chairman of the Board of
Directors, or in his absence, the President, or, in his absence, a Vice President, shall act as
chairman of the meeting and the Secretary, or in his absence, a person appointed by the Chairman,
shall act as secretary of the meeting.
Section 8. Voting.
(a) Voting Rights. Except as otherwise provided in the Articles, or by law, every
shareholder of record shall have the right, at every shareholders meeting, to one vote for every
share standing in his name on the books of the Corporation. Holders of fractional shares shall not
be entitled to any vote in respect thereof. Every shareholder may vote either in person or by
proxy.
(b) Proxies. At all meetings of shareholders, shareholders entitled to vote may attend and
vote either in person or by proxy. Every proxy shall be executed or authenticated by the
shareholder, or by the shareholders duly authorized attorney-in-fact, and shall be filed with, or
transmitted to, the Secretary of the Corporation or its designated agent in writing or by
electronic transmission. A proxy, unless coupled with an interest (as defined in Section 1759(d) of
the Pennsylvania Business Corporation Law), shall be revocable at will, notwithstanding any other
agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be
effective until notice thereof has been given to the Secretary of the Corporation or its designated
agent in writing or by electronic transmission. No unrevoked proxy shall be valid after three years
from the date of its execution, authentication or transmission, 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 such death or
incapacity is given to the Secretary of the Corporation or its designated agent. A shareholder
shall not sell his vote or execute a proxy to any person for any sum of money or anything of value.
(c) Ballot. No vote by the shareholders need be by ballot, except, in elections of directors,
upon demand made by a shareholder entitled to vote at the election before the voting begins.
(d) Required Vote. Except as otherwise specified in the Articles, these By-Laws or provided
by law, all matters shall be decided by the vote of the holders of a majority of the shares cast at
a meeting at which a quorum shall be present, though such majority be less than a majority of all
the outstanding shares entitled to vote thereon. The shareholders present at a duly organized
meeting can continue to do business until adjournment, notwithstanding the
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withdrawal of enough shareholders to leave less than a quorum. In all elections for directors, the
candidate receiving the highest number of votes up to the number of directors to be elected shall
be elected.
(e) Shares Owned by the Corporation. Shares of its own capital stock belonging to the
Corporation (other than shares of its own capital stock, if any, held by it in a fiduciary
capacity) shall not be voted, directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares for voting purposes at any given time.
(f) Shares Owned by Other Corporations. Shares in this Corporation owned by another
corporation may be voted by any officer or agent of the latter or by proxy appointed by any such
officer or agent, unless some other person, by resolution of its Board of Directors or a provision
of its Articles or By-Laws, 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, shall be appointed its
general or special proxy, in which case such person shall be entitled to vote such shares.
(g) Shares Jointly Held or Held by Fiduciaries. Shares in this Corporation held by two or
more persons jointly or as tenants in common, as fiduciaries or otherwise (including a
partnership), may be voted by any one or more of such persons, either in person or by proxy. 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. 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 latest document so filed, and only those persons, shall be entitled to vote the shares
but only in accordance therewith.
(h) Use of Conference Telephone or Other Electronic Means. Unless specifically authorized by
the Board of Directors, no shareholder may participate in any meeting of shareholders by means of
conference telephone or other electronic means.
Section 9. Judges of Election. In advance of any meeting of shareholders, the Board of
Directors may appoint Judges of Election, who need not be shareholders and who will have such
duties as provided in Section 1765(a)(3) of the Pennsylvania Business Corporation Law, to act at
such meeting or any adjournment thereof. If Judges of Election be not so appointed, the chairman of
any such meeting may, and on the request of any shareholder or his
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proxy shall, make such appointment at the meeting. The number of Judges shall be one or three. If
appointed at a meeting on the request of one or more shareholders or proxies, the majority of
shares present and entitled to vote shall determine whether one or three Judges are to be
appointed. No person who is a candidate for office shall act as a Judge.
In case any person appointed as a Judge of Election 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 person or officer acting as chairman of the
meeting.
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 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 be three
Judges of Election, the decision, act, or certificate of a majority shall be as effective in all
respects as the decision, act, or certificate of all.
On the request of the chairman of the meeting, or of any shareholder or his proxy, 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 as stated therein.
Section 10. Determination of Shareholders of Record. The Board of Directors may fix a time
prior to the date of any meeting of shareholders, or prior to any other date, including, but not
limited to, the date fixed for the payment of any dividend or distribution, as a record date for
the determination of the shareholders entitled to notice of, and to vote at, any such meeting or
entitled to receive payment of any such dividend or distribution or as a record date for any other
purpose. In the case of a meeting of shareholders, the record date shall be not more than 90 days
prior to the date of the meeting, except in the case of an adjourned meeting. Only such
shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice
of, and to vote at, such meeting, or to receive payment of such dividend or distribution, or to
such other rights as are involved, notwithstanding any transfer of any shares on the books of the
Corporation after any record date fixed as aforesaid.
Unless a record date is fixed by the Board of Directors: (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 tenth day next preceding
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the day on which notice is given or, if notice is waived, at the close of business on the day
immediately preceding the day on which the meeting is held, (2) the record date for determining
shareholders entitled to express consent or dissent to corporate action in writing without a
meeting, when prior action by the Board of Directors is not necessary, shall be the close of
business on the day on which the first written consent or dissent is filed with the Secretary of
the Corporation, and (3) 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.
Section 11. Voting Lists. 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 the
meeting, arranged in alphabetical order, with the address of and number of shares held by each,
which 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. Notwithstanding
the foregoing, at any time when the Corporation has 5,000 or more shareholders, in lieu of making a
list, the Corporation may make such information available at the meeting by any other means. The
original share ledger or transfer book, or a duplicate thereof kept in the Commonwealth of
Pennsylvania, shall be prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book, or to vote, in person or by proxy, at any meeting of
shareholders.
Section 12. Nominating Procedure. In addition to the authority of the Board of Directors (or
a committee appointed by the Board of Directors with authority to do so) to nominate directors and
subject to the rights of any class or series of stock having a preference over the common stock as
to dividends or upon dissolution to elect directors under specified circumstances, nominations for
election of directors may be made by any shareholder entitled to vote for the election of directors
only if written notice of such shareholders 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. Notice must be received by the Secretary of the Corporation not less than
150 days prior to the date fixed for the annual meeting of shareholders pursuant to these By-Laws;
provided, however, that if directors are to be elected by the shareholders at any other time,
notice must be received by the Secretary of the Corporation not later than the seventh day
following the day on which notice of the meeting was first mailed to shareholders. The notice may
either be delivered or may be mailed to the Secretary of the Corporation by certified or registered
mail, return receipt requested.
The notice shall be in writing and shall contain:
(A) as to each person whom the shareholder proposes to nominate for election or reelection as
a director, (1) all information relating to such person that
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is required to be disclosed in solicitations of proxies for election of directors in an
election contest, or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the Exchange Act), (including such persons written
consent to being named in the proxy statement as a nominee and to serving as a director if
elected), (2) a description of all relationships between the proposed nominee and the recommending
shareholder and any agreements or understandings between the recommending shareholder and the
nominee regarding the nomination, and (3) a description of all relationships between the proposed
nominee and any of the Corporations competitors, customers, suppliers, labor unions (if any) and
any other persons with special interests regarding the Corporation;
(B) as to any other business that the shareholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in such business of such
shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and
(C) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made, (1) the name and address of such shareholder, as they appear on
the Corporations books, the telephone number of such shareholder, and the name, address and
telephone number of such beneficial owner, (2) the class and number of shares of the Corporation
which are owned of record by such shareholder and beneficially by such beneficial owner and the
time period such shares have been held, (3) a representation that such shareholder and beneficial
owner intend to appear in person or by proxy at the meeting, and (4) a representation that such
shareholder and such beneficial owner intend to continue to hold the reported shares through the
date of the Corporations next annual meeting of shareholders. For purposes of satisfying the
requirements of clause (2) of this paragraph with respect to a beneficial owner, the beneficial
owner shall supply to the Corporation either (A) a statement from the record holder of the shares
verifying the holdings of the beneficial owner and indicating the length of time the shares have
been held by such beneficial owner, or (B) a current Schedule 13D, Schedule 13G, Form 3, Form 4 or
Form 5 filed with the Securities and Exchange Commission reflecting the holdings of the beneficial
owner, together with a statement of the length of time that the shares have been held.
If a recommendation is submitted by a group of two or more shareholders, the information
regarding the recommending shareholders and beneficial owners, if any, must be submitted with
respect to each shareholder in the group and any beneficial owners.
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
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accordance with the foregoing procedures and, in such event, the nomination shall be disregarded.
ARTICLE II
Board of Directors
Section 1. Powers and Election. The business and affairs of the Corporation shall be managed
by the Board of Directors, and all powers of the Corporation, except as otherwise provided by law,
by the Articles, or by these By-Laws, shall be exercised by the Board of Directors.
Except in the case of vacancies, directors shall be elected by the shareholders.
Section 2. Qualifications. Directors shall be natural persons of full age but need not be
residents of the Commonwealth of Pennsylvania or shareholders in the Corporation. A director may
also be a salaried officer or employee of the Corporation. No person shall be eligible to be
elected a director of the Corporation for a period extending beyond the Annual Meeting of
Shareholders immediately following his attaining the age of 72 years. If any person elected as a
director shall within 30 days after notice of his election fail to accept such office, either in
writing or by attending a meeting of the Board of Directors, the Board of Directors may declare his
office vacant.
Section 3. Number, Classification, and Term of Office. The number of directors of the
Corporation shall be not less than six and may consist of such larger number as may be determined
from time to time by the Board of Directors. The Board of Directors shall be divided into three
classes, each class of which shall be as nearly equal in number as possible, the term of office of
at least one class shall expire in each year, and the members of a class shall not be elected for a
shorter period than one year, or for a longer period than three years. One-third (or the nearest
approximation thereto) of the number of the Board of Directors, determined as aforesaid, shall be
elected at each Annual Meeting of the shareholders for terms to expire no later than the third
subsequent meeting of shareholders at which directors are elected. Each director shall hold office
for the term for which he is elected and until his successor shall have been elected and qualified,
subject to earlier termination as herein provided.
Section 4. Resignations. Any director of the Corporation may resign at any time by giving
written notice to the Board of Directors, to the Chairman, to the President, or to the Secretary of
the Corporation. Such resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
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Section 5. Removal. The entire Board of Directors, or a class of the Board, or any
individual director may be removed from office by the vote of shareholders entitled to cast at
least 80% of the votes which all shareholders would be entitled to cast at any election of
directors or of such class of directors only for cause. In case the Board of Directors or such a
class of the Board or any one or more directors be so removed, new directors may be elected at the
same meeting. The repeal of a provision of the Articles or By-Laws prohibiting, or the addition of
a provision to the Articles or By-Laws permitting, the removal by the shareholders of the Board of
Directors, a class of the Board or a director without assigning any cause shall not apply to any
incumbent director during the balance of the term for which he was elected.
Section 6. Vacancies. Vacancies in the Board of Directors, whether occurring because of
death, resignation, removal, increase in the number of directors, or because of some other reason,
may be filled by a majority of the remaining members of the Board, though less than a quorum. Any
director chosen to fill a vacancy, including a vacancy resulting from an increase in the number of
directors, shall hold office until the next election of the class for which such director has been
chosen, and until his successor has been selected and qualified or until his earlier death,
resignation or removal.
Section 7. Place of Meeting. The meetings of the Board of Directors may be held at such
place, within the Commonwealth of Pennsylvania or elsewhere, as a majority of the directors may
from time to time determine, or as may be designated in the notice calling the meeting.
Section 8. Annual Meeting. Immediately after each annual election of directors the Board of
Directors shall meet for the purpose of organization, election of officers, and the transaction of
other business, at the place where such election of directors was held. Notice of such meeting need
not be given. In the absence of a quorum at said meeting, the same may be held at any other time or
place which shall be specified in a notice given as hereinafter provided for special meetings of
the Board of Directors.
Section 9. Regular Meetings. Regular meetings of the Board of Directors shall be held on
such dates and at such times as shall be designated from time to time by resolution of the Board of
Directors and at such geographic location as may be designated in the notice calling the meeting.
If the date fixed for any such regular meeting be a legal holiday under the laws of the State where
such meeting is to be held, then the same shall be held on the next succeeding secular day not a
legal holiday under the laws of said State, or at such other time as may be determined by
resolution of the Board of Directors. At such meetings the directors shall transact such business
as may properly be brought before the meeting.
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Section 10. Special Meetings. Special meetings of the Board of Directors may be called by
the Chairman of the Board of Directors, by the President, or by a majority of the directors, and
shall be held at such time and place as shall be designated in the call for the meeting.
Section 11. Notice of Meetings; Adjournment. Notice, in accordance with the provisions of
Article IV, Section 1 of these By-Laws, of each special meeting shall be given, by or at the
direction of the person authorized to call such meeting, to each director, at least six hours prior
to the commencement of the meeting. Notice of regular meetings need not be given. When a meeting 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 an announcement at the meeting at
which such adjournment is taken.
Section 12. Quorum. A majority of the directors in office shall be necessary to constitute a
quorum for the transaction of business, and the acts of a majority of the directors present at a
meeting at which a quorum is present shall be the acts of the Board of Directors.
Section 13. Organization. At every meeting of the Board of Directors, the Chairman of the
Board of Directors, or in his absence, the President, or, in his absence, a Vice President, or, in
the absence of each Vice President, a chairman chosen by a majority of the directors present, shall
preside, and the Secretary, or, in his absence, any person appointed by the chairman, shall act as
secretary.
Section 14. Action By Consent of Directors Without a Meeting. Any action required or
permitted to be taken at a meeting of the Board of Directors or any Board committee may be taken
without a meeting if, prior or subsequent to the action, a consent in writing setting forth the
action so taken shall be signed by all of the directors or the members of the committee, as the
case may be, and shall be filed with the Secretary of the Corporation. A consent may be given by
any means permitted by the Pennsylvania Business Corporation Law.
Section 15. Participation in Board Meetings By Conference Telephone or Other Electronic
Technology. One or more directors may participate in a meeting of the Board of Directors or of any
Board committee by means of conference telephone or other electronic technology by means of which
all persons participating in the meeting can hear each other, and all directors so participating
shall be deemed present at the meeting.
Section 16. Compensation of Directors. Each director who is not a salaried officer or
employee of the Corporation or its subsidiaries shall be compensated for his services as a member
of the Board of Directors or any committee thereof in such manner as the Board of Directors by
resolution shall from time to time provide. Directors shall also be reimbursed by the Corporation
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for all reasonable expenses incurred in traveling to and from the place of each meeting of the
Board of Directors or any such committee.
ARTICLE III
Committees
Section 1. Executive Committee. The Board of Directors may, by resolution adopted by a
majority of the whole Board, delegate the Chairman of the Board, and one or more additional
directors to constitute an Executive Committee which, to the extent provided in such resolution,
shall have and exercise the authority of the Board of Directors in the management of the business
of the Corporation, except that such Executive Committee shall not have any power or authority as
to the following: (i) the submission to shareholders of any action requiring approval of
shareholders under the Pennsylvania Business Corporation Law; (ii) the creation or filling of
vacancies in the Board of Directors; (iii) the adoption, amendment or repeal of the By-Laws; (iv)
the amendment or repeal of any resolution of the Board of Directors that by its terms is amendable
or repealable only by the Board of Directors; and (v) action on matters committed by the By-Laws or
resolution of the Board of Directors to another committee of the Board of Directors.
The Executive Committee shall keep regular minutes of its proceedings and report the same to
the Board of Directors at each regular meeting.
Section 2. Other Committees. The Board of Directors may, at any time and from time to time,
appoint one or more other committees, consisting of one or more directors, to perform such duties
and make such investigations and reports as the Board of Directors shall by resolution determine,
except that any such committee shall be subject to the same restrictions on power and authority as
the Executive Committee set forth in Section 1 of this Article III. Such committees shall determine
their own organization and times and places of meeting, unless otherwise directed by such
resolution.
Section 3. Term. Each committee of the Board of Directors and the members thereof shall
serve at the pleasure of the Board of Directors.
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ARTICLE IV
Notice Waiver
Section 1. Notice What Constitutes. Whenever, under the provisions of the Pennsylvania
Business Corporation Law or of the Articles or of these By-Laws or otherwise, written notice is
required to be given to any person, it may be given to such person, either personally or by sending
a copy thereof by either of the following methods:
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(i) |
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by first class or express mail or courier service, charges prepaid
to his postal address appearing on the books of the Corporation, or supplied
by him to the Corporation for the purpose of notice. Notice pursuant to this
clause (i) shall be deemed to have been given to the person entitled thereto
when deposited in the United States mail or with the courier service for
delivery to that person; or |
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(ii) |
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by facsimile transmission, e-mail or other electronic communication
to his facsimile number or address for e-mail or other electronic
communications supplied by him to the Corporation for the purpose of notice.
Notice pursuant to this clause (ii) shall be deemed given to the person
entitled thereto when sent. |
Such notice shall specify the place, day, and hour of the meeting, and, in the case of a special
meeting of shareholders, the general nature of the business to be transacted.
Section 2. Waiver in Writing. Whenever, under the provisions of the Pennsylvania Business
Corporation Law or of the Articles or of these By-Laws or otherwise, any written notice is required
to be given, 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. Except in the case of a special meeting of shareholders, neither the business to be
transacted at nor the purpose of the meeting need be specified in the waiver of notice of such
meeting.
Section 3. Waiver by Attendance. The presence of a person, either in person or by proxy, at
any meeting shall constitute a waiver of notice of such meeting, except where a person attends a
meeting for the express purposes of objecting, at the beginning of the meeting, to the transaction
of any business because the meeting was not lawfully called or convened.
Section 4. Notice Not Required. The giving of notice required under these By-Laws is not
required to be given to any shareholder with whom the Corporation has been unable to communicate
for more than 24 consecutive
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months, if such 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, notice shall be given to that shareholder as
required under these By-Laws.
Section 5. Bulk Mail. Notice of any regular or special meeting of the shareholders or any
other notice required by the Pennsylvania Business Corporation Law, the Articles, or these By-laws
to be given to all shareholders or to all holders of a class or a series of shares, may be given by
any class of post-paid mail if the notice is deposited in the United States mail at least 20 days
prior to the day named for the meeting or any corporate or shareholder action specified in the
notice.
ARTICLE V
Officers and Agents
Section 1. Officers. The officers of the Corporation shall be a Chairman of the Board of
Directors, a President, a Secretary, a Treasurer, and may include one or more Vice Presidents, one
or more Assistant Secretaries, one or more Assistant Treasurers, a Controller, and such other
officers and assistant officers as the Board of Directors may from time to time determine.
Section 2. Qualifications. Any two or more offices may be held by the same person except the
offices of President and Secretary. It shall not be necessary for the officers to be directors. The
Board of Directors may secure the fidelity of any or all of the officers by bond or otherwise, as
provided for by this Article V. The officers, other than the Treasurer, shall be natural persons of
full age. The Treasurer shall be either a natural person of full age or a corporation.
Section 3. Election and Term of Office. The officers of the Corporation shall be elected or
appointed by the Board of Directors at its annual meeting, but the Board of Directors may elect or
appoint officers or fill any vacancies among the officers at any other meeting. Subject to earlier
termination of office as herein provided, each officer shall hold office for one year and until his
successor shall have been duly elected or appointed and qualified.
Section 4. Resignations. Any officer may resign at any time by giving written notice to the
Board of Directors, or to the Chairman, or to the President, or to the Secretary, of the
Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
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Section 5. Removal of Officers. Any officer or agent of the Corporation may be removed by
the Board of Directors with or without cause, but such removal shall be without prejudice to the
contract rights, if any, of the persons so removed. Election or appointment of an officer or agent
shall not of itself create contract rights.
Section 6. Vacancies. The Board of Directors shall have the power to fill any vacancies in
any office occurring for whatever reason.
Section 7. The Chairman of the Board of Directors. The Chairman of the Board of Directors
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 Chairman of the Board of Directors shall serve as Chairman of the Executive
Committee, subject, however, to the control of the Board of Directors. He shall, if present
thereat, preside as Chairman at all meetings of the shareholders and of the directors. He shall be,
ex officio, a member of all standing committees of the Board of Directors except the Audit,
Nominating and Governance and Compensation Committees. The Chairman shall be authorized to sign,
execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, and
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 to some other officer or
agent of the Corporation. He shall have such other powers and perform such further duties as may
be assigned to him by the Board of Directors.
Section 8. The President. The President shall be the chief operating officer of the
Corporation and shall be authorized to sign, execute, and acknowledge, in the name of the
Corporation, deeds, mortgages, bonds, contracts, and 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 to some other officer or agent of the Corporation; and in general, he shall
perform duties incident to the office of President, and such other duties as from time to time may
be assigned to him by the Board of Directors or by the Chairman.
Section 9. The Vice Presidents. In the absence or disability of the President, any Vice
President designated by the Board of Directors may perform all the duties of the President, and,
when so acting, shall have all the powers of, and be subject to all the restrictions upon, the
President; provided, however, that no Vice President shall act as a member of or as chairman of any
special committee of which the President is a member or chairman by designation or ex officio,
except when designated by the Board of Directors. The Vice Presidents shall perform such other
duties as from time to time may be assigned to them respectively by the Board of Directors, the
Chairman or the President.
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Section 10. The Secretary. The Secretary 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
in a book or books to be kept for that purpose; he shall see that notices of meetings of the Board
of Directors and shareholders are given and that all records and reports are properly kept and
filed by the Corporation as required by law; he shall be the custodian of the seal of the
Corporation and shall see that it is affixed to all documents to be executed on behalf of the
Corporation under its seal; he shall take note in the minutes of a dissent of a director and shall
file a written dissent filed by a director prior to the adjournment of a meeting or immediately
thereafter, and, in general, he shall perform all duties incident to the office of Secretary, and
such other duties as may from time to time be assigned to him by the Board of Directors, the
Chairman or the President.
Section 11. Assistant Secretaries. In the absence or disability of the Secretary, any
Assistant Secretary may perform all the duties of the Secretary, and, when so acting shall have all
the powers of, and be subject to all the restrictions upon, the Secretary. The Assistant
Secretaries shall perform such other duties as from time to time may be assigned to them
respectively by the Board of Directors, the Chairman, the President or the Secretary.
Section 12. The Treasurer. The Treasurer shall have charge of all receipts and disbursements
of the Corporation and shall have or provide for the custody of its funds and securities; he shall
have full authority to receive and give receipts for all money due and payable to the Corporation
from any source whatever, and to endorse checks, drafts, and warrants in its name and on its behalf
and to give full discharge for the same; he shall deposit all funds of the Corporation, except such
as may be required for current use, in such banks or other places of deposit as the Board of
Directors may from time to time designate; and, in general, he shall perform all duties incident to
the office of Treasurer and such other duties as may from time to time be assigned to him by the
Board of Directors, the Chairman or the President.
Section 13. Assistant Treasurers. In the absence or disability of the Treasurer, any
Assistant Treasurer may perform all the duties of the Treasurer, and, when so acting, shall have
all the powers of and be subject to all the restrictions upon the Treasurer. The Assistant
Treasurers shall perform such other duties as from time to time may be assigned to them
respectively by the Board of Directors, the Chairman, the President or the Treasurer.
Section 14. Compensation of Officers and Others. The compensation of all officers shall be
fixed from time to time by the Board of Directors or a Committee thereof or by the Chairman. No
officer shall be precluded from receiving such compensation by reason of the fact that he is also a
director of the Corporation. Additional compensation, fixed as above provided, may be paid to
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any officers and/or employees for any year, based on the success of the operations of the
Corporation during such year.
Section 15. Agents and Employees. The Chairman, the President or any officer or employee of
the Corporation authorized by the Chairman or the President may appoint or employ such agents and
employees as shall be requisite for the proper conduct of the business of the Corporation, and may
fix their compensation and the terms of their employment.
ARTICLE VI
Borrowing, Deposits, Proxies, Etc.
Section 1. Borrowing, etc. No officer or officers, agent or agents, employee or employees of
the Corporation shall have any power or authority to borrow money on its behalf, to pledge its
credit, or to mortgage or pledge its real or personal property, except within the scope and to the
extent of the authority delegated by resolution of the Board of Directors. Authority may be given
by the Board of Directors for any of the above purposes and may be general or limited to specific
instances.
Section 2. 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 the
authority of such one or more officers or employees as the Board of Directors shall from time to
time determine.
Section 3. Voting of Shares and Proxies. Subject always to the specific directions of the
Board of Directors, any share or shares of stock issued by any other corporation and owned or
controlled by the Corporation may be voted by any officer of the Corporation at any shareholders
meeting of such other corporation or by execution of a written consent to action. Unless otherwise
ordered by the Board of Directors, any officer of the Corporation may appoint an attorney or
attorneys (who may be or include such officer himself), in the name and on behalf of the
Corporation, to cast the votes which the Corporation may be entitled to cast as a shareholder or
otherwise in any other corporation any of whose shares or other securities are held by or for the
Corporation, at meetings of the holders of the shares or other securities of such other
corporation, or, in connection with the ownership of such shares or other securities, to consent in
writing to any action by such other corporation, and may instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent, and may execute or cause
to be executed in the name and on behalf of the Corporation and under its seal such written proxies
or other instruments as he may deem necessary or proper in the circumstances.
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Section 4. Execution of Instruments. Except as otherwise authorized by the Board of
Directors, any note, mortgage, evidence of indebtedness, contract, or other instrument of writing,
or any assignment or endorsement thereof, executed or entered into between the Corporation and any
other person, co-partnership, association or corporation, when signed by any one of the Chairman,
the President, a Vice President, the Treasurer and the Secretary shall be held to have been
properly executed for and on behalf of the Corporation.
ARTICLE VII
Corporate Records Inspection
Section 1. Records to be Kept. The Corporation shall keep an original or duplicate record of
the proceedings of the shareholders and of the directors, and a copy of these By-Laws, including
all amendments or alterations thereto, to date, certified by the Secretary of the Corporation. It
shall also keep at its registered office, its principal place of business wherever located, any
actual place of business of the Corporation, or at the office of the Transfer Agent or Registrar
of the Corporation, a share register giving the names of the shareholders, in alphabetical order,
and showing their respective addresses, the number and classes of shares held by each. It shall
also keep appropriate, complete, and accurate books and records of account, which may be kept at
its registered office or at its principal place of business. 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.
Section 2. Inspection. Every shareholder shall, upon written verified demand stating the
purpose thereof, have a right to examine, in person or by agent or attorney, at any reasonable time
or times, for any proper purpose, the share register, books and records of account, and records of
the proceedings of the shareholders and directors, and to make copies or make extracts therefrom.
ARTICLE VIII
Share Certificates, Transfer
Section 1. Share Certificates. Unless otherwise determined by the Board of Directors, the
shares of the Corporation shall be represented by share certificates. Share certificates shall
contain the matters required by law, and shall be signed by any one or more of the Chairman of the
Board, the President, a Vice President, the Treasurer and the Secretary. Where such certificate is
signed by a Transfer Agent or a Registrar, the signature of any corporate officer upon such
certificate, and the corporate seal if one is affixed, may be a facsimile, engraved or printed. In
case any officer who has signed, or whose facsimile
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signature has been placed upon, any share certificate shall have ceased to be such officer because
of death, resignation, or otherwise, before the certificate is issued, it may be issued by the
Corporation with the same effect as if the officer had not ceased to be such at the date of its
issue. Every shareholder of record shall be entitled to a share certificate representing the shares
owned by him, but a share certificate shall not be issued by the Corporation to any shareholder
until the shares represented thereby have been fully paid for. The Board of Directors may determine
that any or all classes and series of shares, or any part thereof, shall be uncertificated shares,
in which case the Corporation shall send to the registered owner thereof a written notice
containing such information as is required by law.
Section 2. Transfer of Shares. Transfers of share certificates and the shares represented
thereby shall be made only on the books of the Corporation by the owner thereof, or by his attorney
thereunto authorized, by a power of attorney duly executed and filed with the Secretary or a
Transfer Agent of the Corporation, and on surrender of the share certificate or certificates. In
the case of uncertificated shares, the transfer of shares shall be made upon receipt of such
documentation as the Corporation may require.
Section 3. Transfer Agent and Registrar; Regulations. The Corporation may, if and whenever
the Board of Directors may so determine, maintain in the Commonwealth of Pennsylvania or any other
state, or in both, one or more transfer offices or agencies, each in charge of a Transfer Agent or
Agents designated by the Board of Directors, where the shares of the Corporation shall be directly
transferable, and also one or more registry offices, each in charge of a Registrar or Registrars
designated by the Board of Directors, where such shares shall be so registered, and no certificates
for shares of the Corporation in respect of which a Transfer Agent and Registrar shall have been
designated shall be valid unless countersigned by such Transfer Agent and registered by such
Registrar. The Board of Directors may also make such additional rules and regulations as it may
deem expedient concerning the issue, transfer, and registration of share certificates of the
Corporation.
Section 4. Lost, Destroyed, and Mutilated Certificates. The holder of any share certificate
of the Corporation shall immediately notify the Corporation of any loss, destruction, or mutilation
thereof, and the Board of Directors may, in its discretion, by either special or standing
resolution, provide for and cause the issuance to him of a new share certificate or certificates,
in the case of mutilation upon surrender of the mutilated certificate, or, in case of loss or
destruction of the certificate, upon such proof of loss or destruction and such reasonable notice
by publication and/or the deposit of a bond in such form and in such sum and with such surety or
sureties, as in such resolution the Board of Directors may direct.
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ARTICLE IX
Financial Reports
The Corporation shall, by any means permitted by law, send to shareholders annual reports,
containing financial statements certified by an independent registered certified public accountant,
and such other interim reports as may be deemed desirable or necessary; provided that reports to
shareholders shall comply with the requirements of applicable federal or state securities laws and
of the rules and listing agreements of any national securities exchange where a class of the
Corporations securities is listed for trading.
ARTICLE X
Indemnification; Limitation of Liability
Section 1. Right to Indemnification. The Corporation shall indemnify to the fullest extent
permitted by applicable law any person who was or is a party or is threatened to be made a party to
or is otherwise involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (a Proceeding), by reason of the fact
that such person is or was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation or of a partnership,
joint venture, trust or other enterprise or entity, whether or not for profit, whether domestic or
foreign, including service with respect to an employee benefit plan, its participants or
beneficiaries, against all liability, loss and expense (including attorneys fees, judgments, fines
and amounts paid in settlement) actually and reasonably incurred by such person in connection with
such Proceeding, whether or not the indemnified liability arises or arose from any Proceeding by or
in the right of the Corporation.
Section 2. Advance of Expenses. Subject to Section 3 hereof, expenses incurred by a director
or officer in defending (or acting as a witness in) a Proceeding shall be paid by the Corporation
in advance of the final disposition of such Proceeding, subject to the provisions of applicable
law, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount
if it shall ultimately be determined that such person is not entitled to be indemnified by the
Corporation under applicable law.
Section 3. Procedure for Determining Permissibility. To determine whether any
indemnification or advance of expenses under this Article X is permissible, the Board of Directors
by a majority vote of a quorum consisting of directors who are not parties to such proceeding may,
and on request of any person seeking indemnification or advance of expenses shall, reasonably
determine (i) in the case of indemnification, whether the standards under
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applicable law have been met and (ii) in the case of advance of expenses prior to a change of
control of the Corporation as provided below, whether such advance is appropriate under the
circumstance, provided that each such determination shall be made by independent legal counsel if
such quorum is not obtainable, or even if obtainable, a majority vote of a quorum of directors who
are not parties to the Proceeding so directs; and provided further that, if there has been a change
in control of the Corporation between the time of the action or failure to act giving rise to the
claim for indemnification or advance of expenses and the time such claim is made, at the option of
the person seeking indemnification or advance of expenses, the permissibility of indemnification
shall be determined by independent legal counsel and the advance of expenses shall be obligatory
subject to receipt of the undertaking specified in Section 2 hereof. The reasonable expenses of any
director or officer in prosecuting a successful claim for indemnification, and the fees and
expenses of any independent legal counsel engaged to determine permissibility of indemnification or
advance of expenses, shall be borne by the Corporation.
Section 4. Contractual Obligation. The obligations of the Corporation to indemnify a
director or officer under this Article X, including, if applicable, the duty to advance expenses,
shall be considered a contract between the Corporation and such director or officer, and no
modification or repeal of any provision of this Article X shall affect, to the detriment of the
director or officer, such obligations of the Corporation in connection with a claim based on any
act or failure to act occurring before such modification or repeal.
Section 5. Limitation of Liability. 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
(a) the director has breached or failed to perform the duties of his office under Section 1712 of
the Pennsylvania Business Corporation Law, as such law may be amended from time to time and (b) the
breach or failure to perform constitutes self-dealing, willful misconduct or recklessness;
provided, however, that the provisions of this Section 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.
ARTICLE XI
Amendments to By-Laws
These By-Laws may be amended, altered, or repealed, or new By-Laws may be adopted, either (a)
upon receiving at least 80% of the votes which all voting shareholders are entitled to cast on the
proposed By-Law change or adoption at any annual or special meeting of shareholders, or (b) in the
event that the proposed By-Law change or adoption has been proposed by a majority
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of the Disinterested Directors (as defined below), upon receiving at least a majority of the votes
cast at a duly convened meeting by the holders of shares entitled to vote on the proposed By-Law
change, or (c) by a vote of a majority of the Disinterested Directors of the Corporation at any
regular or special meeting of the directors.
The term Disinterested Director means any member of the Board of Directors who is
unaffiliated with an Interested Shareholder and was a member of the Board of Directors prior to the
time that the Interested Shareholder became an Interested Shareholder, and any successor of a
Disinterested Director who is unaffiliated with the Interested Shareholder and is recommended to
succeed a Disinterested Director by a majority of Disinterested Directors then on the Board of
Directors. A member of the Board of Directors who is affiliated with an Interested Shareholder
shall nevertheless be considered a Disinterested Director for the purpose of voting upon any matter
in which the interests of such Interested Shareholder (or any affiliate or associate of such
Interested Shareholder) are solely as a holder of shares of capital stock and are undifferentiated
from the interests of other holders of the same class of shares of capital stock.
The term Interested Shareholder shall mean and include any individual, corporation,
partnership or other person or entity (other than the Corporation or any subsidiary thereof) who or
which, together with its affiliates and associates (as those terms are defined in Rule 12b-2
promulgated under the Securities Exchange Act of 1934 as in effect on October 17, 1989) (a) becomes
the beneficial owner (as that term is defined in Rule 13d-3 promulgated under the Securities
Exchange Act of 1934 as in effect on October 17, 1989) of an aggregate of 20% or more of the
outstanding voting stock of the Corporation, (b) is an affiliate or associate of the Corporation
and at any time within the five-year period immediately prior to the date in question was the
beneficial owner, directly or indirectly, of 20% or more of the voting power of the then
outstanding voting stock or (c) is the beneficial owner of 5% or more of the shares of any class of
voting stock which were at any time within the five-year period immediately prior to the date in
question beneficially owned by any Interested Shareholder; provided, however, that the term
Interested Shareholder shall not include any employee benefit plan of the Corporation or a
majority-owned subsidiary of the Corporation or any trustee or fiduciary with respect to any such
plan when acting in the capacity of a trustee or fiduciary.
A majority of the Disinterested Directors of the Corporation shall have the power and duty to
determine for the purposes of this Article XI, on the basis of information known to them after
reasonable inquiry, (a) whether a person is an Interested Shareholder or a Disinterested Director,
(b) the number of shares of each class of stock beneficially owned by any person, and (c) whether a
person is an affiliate or associate of another. A majority of the Disinterested Directors of
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the Corporation shall have the further power to interpret all of the terms and provisions of this
Article XI.
ARTICLE XII
Provisions Relating to the Act of April 27, 1990
(P.L. 129, No. 36)
The provisions of Section 1715 of the Pennsylvania Business Corporation Law and Subchapters G
[Control-Share Acquisitions] and H [Disgorgement by Certain Controlling Shareholders Following
Attempts to Acquire Control] of Chapter 25 of the Pennsylvania Business Corporation Law shall not
be applicable to the Corporation.
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