Exhibit
99.1
MATTHEWS
INTERNATIONAL CORPORATION
RESTATED
BY-LAWS
ARTICLE
I
General
Section
1.01. Seal. The
Company shall have a corporate seal which shall consist of circle with the
words, MATTHEWS INTERNATIONAL CORPORATION around the outer part thereof and
the
words, "Corporate Seal, 1902" therein.
Section
1.02. Fiscal
Year. The fiscal year of the Company shall end on the 30th day of
September.
Section
1.03. Financial
Resorts to Shareholders. The Board of Directors shall have
discretion to determine whether and when financial reports shall be sent to
shareholders, what any such reports contain, and whether such reports shall
be
audited and accompanied by the report of an independent or certified public
accountant.
ARTICLE
II
Meetings
Section
2.01. Time
and Place of Annual Meeting. The annual meeting of the
shareholders shall be held at such time as shall be designated by the Board
of
Directors, at the principal office of the Company or at such other place, within
or without the Commonwealth of Pennsylvania, as shall be designated by the
Board
of Directors.
Section
2.02. Special
Meetings. Special meetings of the shareholders may be called at
any time by the Chairman of the Board of Directors, or the President, or the
Board of Directors, or upon written notice to the Secretary of the Company
by
persons who hold of record not less than 20% of the shares entitled to be voted
upon any proposal to be considered at such meeting. Subject to
Section 2.03, each such special meeting shall be held on the date designated
in
the call of such meeting, or, if no such date is so designated, on such date
as
may be fixed by the Board of Directors, or, if no such date shall be so fixed,
on the 20th business day following the date of such call.
Section
2.03. Notice
of Meetings. Written notice of every meeting of the shareholders
shall be given by, or at the direction of, the person or persons entitled to
call the meeting, at least five days prior to the date fixed for the meeting
and
at least 14 days prior to the date fixed for any meeting at which Directors
are
to be elected. Such notice either personally or by sending a copy
thereof through the mail or by telegram, charges prepaid, to each shareholder
at
his address appearing on the books of the Company or supplied by him to the
Company for the purpose of notice. Such notice shall specify the
place, day, and hour of the meeting and, in the case of a special meeting,
the
general nature of the business to be transacted. No notice of an
adjourned meeting need be given other than by announcement at the meeting at
which such adjournment is taken.
Section
2.04. Waiver
of Notice. A waiver of notice in waling signed by the
shareholders or Directors entitled to such notice, whether before or after
the
time of the meeting stated therein, shall be deemed equivalent to the giving
of
such notice. Except as required by law, neither the business to be
transacted nor the purpose of the meeting need be specified in the waiver of
notice of such meeting. Attendance of a person either in person or by
proxy at any meeting shall constitute a waiver of notice of such meeting, except
where such person attends a meeting for the express purpose of objecting to
the
transaction of any business because the meeting was not lawfully called or
convened.
Section
2.05. Quorum. The
presence in person or by proxy of the holders of record of a majority of the
shares entitled to be voted upon any proposal to be considered at the meeting
shall constitute a quorum. The shareholders present at a duly
organized meeting can continue to do business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum. 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 but, 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, shall
nevertheless constitute a quorum for the purpose of electing
Erectors.
Section
2.06. Presiding
Officers. The Chairman of the Board, or in his absence the
President, shall preside, and the Secretary shall take the minutes, at all
meetings of the shareholders. In the absence of the Chairman of the
Board and the President, the presiding Officer shall be designated by the Board
of Directors or if not so designated selected by the shareholders present;
and
if the Secretary is unable to take the minutes of the meeting, the presiding
Officer shall designate any other person to do so.
Section
2.07. Voting
Power. Except as otherwise provided by law or in the Articles or
in the By laws, any proposal duly made at a meeting of the shareholders shall
be
adopted only upon the affirmative vote, in person or by proxy, of the holders
of
record of majority of the shares represented at the meeting and entitled to
be
voted on such proposal.
Section
2.08. Non
Personal Attendance. One or more Directors or shareholders may
participate in a meeting of the Board, a Committee of the Board, or of the
shareholders through communications equipment by means of which all persons
participating in such meeting may hear each other.
Section
2.09. Notice of Shareholder Business.
(a)
Annual Meetings of Shareholders.
(1) The
proposal of business to be considered by the shareholders at an annual meeting
of shareholders must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors
(including by a Committee appointed by the Board of Directors),
(b) otherwise properly brought before the meeting by or at the direction of
the Board of Directors (including by a Committee appointed by the Board of
Directors), or (c) otherwise properly brought before the meeting by a
shareholder of the Company who was a shareholder of record at the time of giving
of notice provided for in this Section 2.09(a), who is entitled to vote at
the meeting and who complied with the notice procedures set forth in this
Section 2.09(a).
(2) For
business to be properly brought before an annual meeting by a shareholder
pursuant to paragraph (a)(1) of this Section 2.09, the shareholder must
have given timely notice thereof in writing to the Secretary of the Company
and
such other business must be a proper matter for shareholder
action. To be timely, a shareholder's written notice of such business
shall be received by Secretary at the principal executive offices of the Company
not later than the close of business on the 75th day nor earlier than the close
of business on the 120th day prior to the anniversary date of the immediately
preceding annual meeting; provided, however, that in the event
that the date of the annual meeting is more than 30 days before or more than
60
days after the first anniversary of the preceding year's annual meeting, notice
by the shareholder to be timely must be so delivered not earlier than the close
of business on the 120th day prior to such annual meeting and not later than
the
close of business on the later of the 75th day prior to such annual meeting
or
the 10th day following the day on which public announcement of the date of
such
meeting is first made. In no event shall the public announcement of
an adjournment of an annual meeting commence a new time period for the giving
of
a shareholder's notice as described above. Such shareholder's notice
shall set forth (a) 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; (b) a representation
that the shareholder intends to appear in person or by proxy at the meeting
to
raise the proposal specified in the notice; and (c) as to the shareholder giving
the notice and the beneficial owner, if any, on whose behalf the proposal is
made (i) the name and address of such shareholder, as they appear on the
Company's books, and of such beneficial owner and (ii) the class and number
of
shares of the Company which are owned beneficially and of record by such
shareholder and such beneficial owner.
(b)
Special Meetings of Shareholders. Only such business shall be
conducted at a special meeting of shareholders as shall have been brought before
the meeting pursuant to the Company's notice of meeting.
(c)
General.
(1) Only
such business shall be conducted at a meeting of shareholders as shall have
been
brought before the meeting in accordance with the procedures set forth in this
Section 2.09. Except as otherwise provided by law, the Chairman
of the meeting shall have the power and duty to determine whether any business
proposed to be brought before the meeting was made, or proposed, as the case
may
be, in accordance with the procedures set forth in this Section 2.09 and, if
any
proposed business is not in compliance with this Section 2.09, to declare that
such defective proposal or nomination shall be disregarded.
(2) For
purposes of this Section 2.09, "public announcement" shall mean disclosure
in a
press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the Company
with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)
of the Exchange Act.
(3) Notwithstanding
the foregoing provisions of this Section 2.09, a shareholder shall also comply
with all applicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this Section
2.09. Nothing in this Section 2.09 shall be deemed to affect any
rights of (i) shareholders to request inclusion of proposals in the Company's
proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) the
holders of any series of Preferred Stock to elect directors under specified
circumstances.
ARTICLE
III
Directors
Section
3.01. Number
and nomination (of Directors). The business and affairs of the
Company shall be managed by its Board of Directors, the members of which need
not be residents of the Commonwealth of Pennsylvania The number and nomination
of Directors shall be as set forth in Article SIXTH (or any successor article
thereto) of the Articles of the Company. No one shall be eligible for
nomination as a Director for any term during which, or before which, he will
attain 70 years of age.
Section
3.02. Election,
Term and Vacancy. The election and term of office of Directors
shall be as set forth in Article SIXTH (or any successor article thereto) of
the
Articles of the Company. Except as otherwise required by law,
vacancies on the Board of Directors including vacancies resulting from an
increase in the number of Directors shall be filled by unanimous vote of the
remaining Board.
Section
3.03. Compensation
of Directors. Directors shall receive such compensation for their
services as Directors as the Board may from time to time determine; provided
that nothing herein contained shall be construed to preclude any Director from
serving the Company in any other capacity and receiving compensation
therefor.
Section
3.04. Regular
Meetings; Chairman. The Board of Directors shall, without written
notice, hold an annual meeting and other regular meetings at such times and
places as the Board may determine from time to time. The Board shall
elect one of its members Chairman of the Board, and such Chairman shall preside
at all meetings of the shareholders and of the Board of Directors at which
he is
present.
Section
3.05. Special
Meetings. Special meetings of the Board of Directors may be
called at any time by the Board itself by vote at a meeting, or by the Chairman
of the Board, the President or by any two Directors, to be held at such place
and day and hour and for such purposes as shall be specified by the person
or
persons calling the meeting. Notice of every such special meeting,
stating the place, day and hour thereof and the general nature of the business
to be transacted thereat, shall be given to all Directors by, or at the
direction of, the person or persons calling the meeting at least one day prior
to the day named for the meeting.
Section
3.06. Quorum. A
majority of the full Board of Directors shall constitute a quorum for the
transaction of business at any regular or special meeting of the Board of
Directors. Unless otherwise required by law or by the Articles of the
Company, resolutions of the Board of Directors shall be adopted, and any action
of the Board at a meeting upon any matter shall be taken and be valid, with
the
affirmative vote of at least a majority of the Directors present at a meeting
duly convened, provided that if all the Directors shall severally or
collectively consent in writing to any action to be taken by the Company, such
action shall be as valid corporate action as though it had been authorized
at a
meeting of the Board of Directors.
Section
3.07. Presumption
of Assent. Minutes of each meeting of the Board of Directors
shall be made available to each Director at or before the next succeeding
regular meeting. Every Director shall be presumed to have assented to
such minutes unless his written objection thereto shall be made to the Secretary
within seven business days after receipt thereof in draft form.
Section
3.08. Resignation. Any
Director may resign by submitting his resignation to the Chairman of the Board
or the President. Unless otherwise specified, any such resignation
shall be effective immediately upon its receipt by such Officer.
Section
3.09. Executive
Committee. The Board of Directors shall have authority to appoint
an Executive Committee consisting of not more than five Directors, which
committee shall, during intervals between meetings of the Board of Directors,
have and exercise all the authority of the Board of Directors in the management
of the business of the Company except as specially limited by the Board of
Directors.
Section
3.10. Other
Committees. The Board of Directors may from time to time appoint
from its own number a Compensation Committee and such standing or other
committees as it may deem in the best interests of the Company and may invest
such committees with such powers as the Board of Directors deems
appropriate.
ARTICLE
IV
Officers
Section
4.01. Election
of Officers. At the annual meeting of the Board of Directors
following the annual meeting of shareholders, the Board of Directors shall
elect
such Officers and assistant Officers as the Board of Directors may deem
appropriate. The Board of Directors may also elect, from time to
time, such other Officers as it deems appropriate. The Board of
Directors shall have power to define the cubes of all Officers and assistant
Officers, may at any time in its discretion remove any Officer or assistant
Officer appointed by it, and shall have power at any time to fill any vacancies
in any office occurring for whatever reason. Unless sooner removed by
the Board of Directors, all Officers shall hold office until their successors
are elected, or until resignation or death, whichever is earlier. The
Compensation Committee of the Board of Directors shall fix the compensation
of
all principal Officers.
Section
4.02. President. The
President shall have all powers and perform all duties as from time to time
may
be prescribed by the Board of Directors. In the absence of the
Chairman of the Board of Directors, the President shall preside at meetings
of
the shareholders and of the Board of Directors. Such Officers as
shall be designated from time to time by the Board of Directors shall report
to
the President.
Section
4.03. Vice
Presidents. Vice Presidents shall perform such duties as may be
assigned to them from time to time by the Board of Directors, or by the
President.
Section
4.04. Secretary. The
Secretary shall attend the meetings of the shareholders and of the Board of
Directors and keep minutes thereof in suitable books. Unless some
other person is designated to give such notice, the Secretary shall send out
notices of all meetings of shareholders and of the Board of Directors which
may
be called in accordance with the provisions of law and the provisions of these
By-laws. He shall perform all the usual duties incident to the office
of Secretary.
Section
4.05. Treasurer. The
Treasurer or his designee shall receive, and the Treasurer shall be responsible
for, all money paid to the Company and keep, or cause to be kept, accurate
accounts of all money received or payments made in books kept for that
purpose. He or his designees shall deposit all money received in the
name and to the credit of the Company in such bank or other place or places
of
deposit as the Board of Directors shall designate. He shall be
responsible for the proper disbursement of the Company funds. He
shall perform all the usual duties incident to the office of
Treasurer.
Section
4.06. Controller. The
Controller shall direct the accounting activities of the Company, including
financial reporting, provision of necessary procedures to provide accounting
controls and services, and coordination of accounting and tax policies with
Divisional Operating personnel, together with such duties as may be assigned
from time to time by the Board of Directors or by the President.
Section
4.07. Assistant
Officers. Each assistant Officer shall perform such duties
as may be delegated to him by the Officer to whom he is an assistant, and in
the
absence or disability of such Officer may perform the duties of such Officer's
office. Each assistant Officer shall perform such other duties as may
be assigned to him by the Board of Directors.
Section
4.08. Delegation
of Duties. In case of the absence of any Officer of the Company,
or for any other reason that the Board of Directors may deem sufficient, the
Board of Directors may delegate for the time being the power and duties, or
any
of them, of such Officer to any other Officer or Director or other person whom
they may select.
ARTICLE
V
Execution
of Documents
Section
5.01. Notes, Checks, etc. All properly authorized
notes, bonds, drafts, acceptances, checks, endorsements (other than for
deposit), guarantees and all evidences of indebtedness of the Company whatsoever
require two signatures and Shari be signed by such Officers or agents of the
Company, subject to such requirements as to countersignatures or other
conditions, as the Board of Directors from time to time may
determine. Facsimile signatures on checks may be used if authorized
by the Board of Directors.
Section
5.02. Execution of Instruments Generally. Except as
provided in Section 5.01 all deeds, mortgages, contracts (except contracts
in
the normal course of business), and other instruments requiring execution of
the
Company may be executed and delivered by any Officer of the Company or by any
such other person as may be authorized by the Board of Directors.
ARTICLE
VI
Section
6.01. Personal
Liability of Directors.
(a)
To
the fullest extent the laws of the Commonwealth of Pennsylvania permit
elimination or limitation of the liability of Directors, no Director of the
Company shall be personally liable for monetary damages as such for any action
taken, or any failure to take any action, as a Director.
(b)
This
Section 6.01 shall apply to any breach of performance of duty or any failure
of
performance of duty by any Director of the Company occurring after January
27,
1987. The provisions of this Section shall be deemed to be a contract
with each Director of the Company who serves as such at any time while this
Section is in effect and each such Director shall be deemed to be so serving
in
reliance on the provisions of this Section. Any amendment or repeal
of this Section or adoption of any other By-law or provision of the Articles
of
the Company which has the effect of increasing Director liability shall operate
prospectively only and shall not have any effect with respect to any action
taken, or any failure to act, by a Director prior to such amendment, repeal or
adoption.
Section
6.02. Indemnification
of Directors, Officers and Others.
(a) Right
to Indemnification. Except as prohibited by law, every Director
and Officer of the Company shall be entitled as of right to be indemnified
by
the Company against expenses and any liabilities paid or incurred by such person
in connection with any actual or threatened claim, action, suit, or proceeding,
civil, criminal, administrative, investigative or other, whether brought by
or
in the right of the Company or otherwise, in which he or she may be involved
in
any manner, as a party, witness or otherwise, or is threatened to be made so
involved, by reason of such person being or having been a Director or Officer
of
the Company or of a subsidiary of the Company or by reason of the fact that
such
person is or was serving at the request of the Company as a Director, Officer,
employee, fiduciary or other representative of another Company, partnership,
joint venture, trust, employee benefit plan or other entity (such claim, action,
suit or proceeding hereinafter being referred to as Factions); provided, that
no
such right of indemnification shall exist with respect to an Action initiated
by
an indemnitee (as hereinafter defined) against the Company (an Indemnitee
Actions); except as provided in the last sentence of this Subsection
(a) Persons who are not Directors or Officers of the Company may be
similarly indemnified in respect of service to the Company or to another such
entity at the request of the Company to the extent the Board of Directors at
any
time designates any of such persons as entitled to the benefits of this
Article. As used in this Section 6.02, an indemnitee shall include
each Director and Officer of the Company and each other person designated by
the
Board of Directors as entitled to the benefits of this Section 6.02, expenses
shall mean all expenses actually and reasonably incurred, including fees and
expenses of counsel selected by an indemnitee, and Liabilities shall mean
amounts of judgments, excise taxes, fines, penalties and amounts paid in
settlement. An indemnitee shall be entitled to be indemnified
pursuant to this Subsection (a) for expenses incurred in connection with any
Indemnitee Action only (i) if the indemnitee is successful, as provided in
Subsection (c) of this Section 6.02, (ii) if the indemnitee is successful in
whole or in part in another Indemnitee Action for which expenses are claimed
or
(iii) if the indemnification for expenses is included in a settlement of, or
is
awarded by a court in, such other Indemnitee Action.
(b) Right
to Advancement of Expenses. Every indemnitee shall be entitled as
of right to have his or her expenses in defending any Action, or in initiating
and pursuing any Indemnitee Action for indemnity or advancement of expenses
under Subsection (c) of this Section 6.02, paid in advance by the Company prior
to final disposition of such Action or Indemnitee Action, provided that the
Company receives a written undertaking by or on behalf of the indemnitee to
repay the amount advanced it if it should ultimately be determined that the
indemnitee is not entitled to be indemnified for such expenses.
(c) Right
of Indemnitee to Initiate Action. If a written claim under
Subsection (a) or Subsection (b) of this Section 6.02 is not paid in full by
the
Company within 30 days after such claim has been received by the Company, the
indemnitee may at any time thereafter initiate an Indemnitee Action the unpaid
amount of the claim and, if successful in whole or in part, the indemnitee
shall
also be entitled to be paid the expense of prosecuting such Indemnitee
Action. The only defense to an Indemnitee Action to recover on a
claim for indemnification under Subsection (a) of this Section 6.02 shall be
that the indemnitee's conduct was such that under Pennsylvania law the Company
is prohibited from indemnifying the indemnitee for the amount claimed, but
the
burden of proving such defense shall be on the Company. The only
defense to an Indemnitee Action to recover a claim for advancement of expenses
under Subsection (b) of this Section 6.02 shall be the indemnitee's failure
to
provide the undertaking required by Subsection (b) of this Section
6.02.
(d) Insurance
and Funding. The Company may purchase and maintain insurance to
protect itself and any person eligible to be indemnified hereunder against
any
liability or expense asserted or incurred by such person in connection with
any
Action, whether or not the Company would have the power to indemnify such person
against such liability or expense by law or under the provisions of this Section
6.02. The Company may create a trust fund, grant a security interest,
cause a letter of credit to be issued or use other means (whether or not similar
to the foregoing) to ensure the payment of such sums as may become necessary
to
effect indemnification as provided herein.
(e) Non-Exclusivity;
Nature and Extent of Rights. The rights to indemnification and
advancement of expenses provided for in this Section 6.02 shall (i) not be
deemed exclusive of any other rights, whether now existing or hereafter created,
to which any indemnitee may be entitled under any agreement or by law, charter
provision, vote of shareholders or Directors or otherwise, (ii) be deemed to
create contractual rights in favor of each indemnitee who serves the Company
at
any time while this Section 6.02 is in effect (and each such indemnitee shall
be
deemed to be so serving in reliance on the provisions of this Section), and
(iii) continue as to each indemnitee who has ceased to have the status pursuant
to which he or she was entitled or was designated as entitled to indemnification
under this Section and shall inure to the benefit of the heirs and legal
representatives of each indemnitee. Any amendment or repeal of this
Section 6.02 or adoption of any other By-law or provision of the Articles of
the
Company which limits in any way the right to indemnification or the right to
advancement of expenses provided for in this Section 6.02 shall operate
prospectively only and shall not affect any action taken, or failure to act,
by
an indemnitee prior to the adoption of such amendment, repeal, By-law or other
provision.
(f) Partial
Indemnity. If an indemnitee is entitled under any provision of
this Section 6.02 to indemnification by the Company for some or a portion of
the
expenses or liabilities paid or incurred by the indemnitee in the preparation,
investigation, defense, appeal or settlement of any Action or Indemnitee Action
but not, however, for the total amount thereof, the Company shall indemnify
the
indemnitee for the portion of such expenses or liabilities to which the
indemnitee is entitled.
(g) Applicability
of Section. This Section 6.02 shall apply to every Action, except
that it shall not apply to the extent that Pennsylvania law does not permit
its
application to any breach of performance of duty or any failure of performance
of duty by an indemnitee occurring prior to January 27, 1987.
ARTICLE
VII
Share
Certificates and Transfers
Section
7.01. Share
Certificates.
The
shares of the Company’s stock may be certificated or uncertificated, as provided
under Pennsylvania law, and shall be entered in the books of the Company and
registered as they are issued. Any certificates representing shares
of stock shall be in such form as the Board of Directors shall prescribe,
certifying the number and class of shares of the stock of the Company owned
by
the shareholder. Every share certificate shall be signed by the
Chairman of the Board, Chief Executive Officer, President, or a Vice President,
or by any other Officer designated by the Board of Directors, and shall be
countersigned by the Secretary and sealed with the Corporate
Seal. The Corporate Seal may be a facsimile, engraved or printed, and
where the share certificate is manually signed by a Corporate Officer, a
transfer agent or a registrar the signature of any Corporate Officer upon such
certificate may be a facsimile, engraved or printed.
Within
a
reasonable time after the issuance or transfer of uncertificated stock, the
Company shall send to the registered owner thereof a written notice that shall
set forth the name of the Company, that the Company is organized under the
laws
of the State of Pennsylvania, the name of the shareholder, the number and class
(and the designation of the series, if any) of the shares represented, and
any
restrictions on the transfer or registration of such shares of stock imposed
by
the Company’s articles of incorporation, these Bylaws, any agreement among
shareholders or any agreement between shareholders and the Company.
Section
7.02. Transfer
of Shares.
Upon
surrender to the Company or the transfer agent of the Company of a certificate
for shares duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of the Company to
issue a new certificate or evidence of the issuance of uncertificated shares
to
the shareholder entitled thereto, cancel the old certificate and record the
transaction upon the Company’s books. Upon the surrender of any
certificate for transfer of stock, such certificate shall be conspicuously
marked on its face “Cancelled” and filed with the permanent stock records of the
Company.
Upon
the
receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be cancelled, issuance
of new equivalent uncertificated shares or certificated shares shall be made
to
the shareholder entitled thereto and the transaction shall be recorded upon
the
books of the Company. If the Company has a transfer agent or
registrar acting on its behalf, the signature of any officer or representative
thereof may be in facsimile.
The
Board
of Directors may appoint a transfer agent and one or more co-transfer agents
and
registrar and one or more co-registrars and may make or authorize such agent
to
make all such rules and regulations deemed expedient concerning the issue,
transfer and registration of shares of stock.
Section
7.03. Loss, Destruction or Mutilation of Share
Certificate. In case of loss, destruction or mutilation of a
share certificate, the Company may issue (i) a new certificate or certificates
of stock or (ii) uncertificated shares in place of any certificate or
certificates previously issued by the Company alleged to have been lost, stolen
or destroyed, upon such terms and conditions as the Board of Directors may
from
time to time determine.
Section
7.04. Regulations
Relating to Shares. The Board of Directors shall have power and
authority to make such rules and regulations not inconsistent with these By-laws
as it may deem expedient concerning the issue, transfer and registration of
share certificates.
Section
7.05. Holder
of Record. The Company shall be entitled to treat the holder of
record of any share or shares of stock of the Company as the holder and owner
in
fact thereof for all purposes and shall not be bound to recognize any equitable
or other claim to or right, title, or interest in such shares on the part of
any
other person, whether or not it shall have express or other notice thereof,
except as otherwise required by law.
Section
7.06. Non-applicability
of Statute. Section 910 of the Pennsylvania Business Corporation
Law (pertaining to control transactions) shall not be applicable to the
Company. (This By-law provision was adopted by action of the Board of
Directors on March 9, 1984 and restated on May 20, 1988, and may not be
rescinded except by an amendment to the Articles of Incorporation.)
Section
7.07. Non-Applicability of Statute. Section 911 of
the Pennsylvania Business Corporation Law (pertaining to certain business
combinations) shall not be applicable to the Company. (This By-law
provision was adopted by action of the Board of Directors effective May 20,
1988.)
Section
7.08. Non-Applicability
of Statute. Subchapter G, Subchapter H, Subchapter I and
Subchapter J of Chapter 25 of the Pennsylvania Business Corporation Law
(pertaining to control share transactions) shall not be applicable to the
Company. (This By-law provision was adopted by action of the Board of
Directors effective May 18, 1990.)
ARTICLE
VIII
Section
8.01. Profit Distribution to Employees. The Board
of Directors is hereby authorized to determine from time to time, and at its
sole and complete discretion, whether and to what extent bonuses or profit
distributions should be paid to Officers, department heads or any other
employees of the Company. In making such determination, the Board of
Directors or its designee shall have full power and authority, in its sole
and
complete discretion, to determine the recipients, the basis, the amount and
the
nature (whether in cash, stock or otherwise) of any such bonus or profit
distribution; provided, however, no such bonus or profit distribution shall
be
made at any time unless, after giving effect thereto, and after all expenses,
taxes and contingent liabilities are provided for, there shall be remaining
out
of the Company's current year's Consolidated Net Income an amount equal to
or
greater than 6% of the Invested Capital of the Company at the date of any such
determination. For the purposes of this Section, the terms
Consolidated Net Incomes and invested Capitals shall be determined in accordance
with sound accounting principles. To be eligible for consideration
for a profit sharing distribution, an employee must have completed at least
three months of service with the Company at the close of the period for which
profit sharing is being paid. In those locations where a labor
agreement provides for the discontinuance or omission of the Profit Sharing
Plan, bargaining unit employees will not be eligible for profit sharing
distribution.
ARTICLE
IX
Section
9.01. Amendments. These
By-laws may be altered or amended by the Board of Directors or the shareholders
at any annual, regular or special meeting duly convened after notice of the
specific Sections to be altered or amended