BYLAWS OF

 

                         MARLIN BUSINESS SERVICES CORP.

 

                               ARTICLE I - OFFICES

 

            Section 1-1. Registered Office. The registered office of the

Corporation shall be located within the Commonwealth of Pennsylvania at such

place as the Board of Directors (hereinafter referred to as the "Board of

Directors" or the "Board") shall determine from time to time.

 

                ARTICLE II - MEETINGS OF SHAREHOLDERS - ANNUAL

                            FINANCIAL STATEMENTS

 

            Section 2-1. Place of Meetings of Shareholders. Meetings of

Shareholders shall be held at such places, within or without the Commonwealth of

Pennsylvania, as may be fixed from time to time by the Board of Directors. If no

such place is fixed by the Board of Directors, meetings of the shareholders

shall be held at the principal executive offices of the Corporation.

 

            Section 2-2.  Annual Meeting of Shareholders.

 

                  (a) Time. A meeting of the shareholders of the Corporation

shall be held in each calendar year, at such time and on such date as the Board

of Directors may determine, and if such day is a legal holiday, then such

meeting shall be held on the next business day. If the annual meeting is not

called and held within six months after the designated time, any shareholder may

call the meeting at any time thereafter.

 

                  (b) Election of Directors. At such annual meeting, there shall

be held an election of Directors.

 

 

            Section 2-3.  Nomination and Advance Notice Procedures.

 

                  (a) Nomination Procedures. Only persons who are nominated in

accordance with the following procedures shall be eligible for election as

directors of the corporation, except as may be otherwise provided in the

designations of classes or series of preferred stock of the Corporation (the

"Preferred Stock") adopted in accordance with the Pennsylvania Business

Corporation Law (the "Pennsylvania BCL") and the Articles of Incorporation of

the Corporation (the "Articles"). Nominations for the election of directors must

be (a) made by or at the direction of the Board of Directors (or any duly

authorized committee thereof) or (b) made by any shareholder of the Corporation

(i) who is a shareholder of record on the date of the giving of the notice

provided for in this Section 2-3 and on the record date for the determination of

shareholders entitled to vote at such meeting and (ii) who complies with the

notice procedures set forth in this Section 2-3.

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      In addition to any other applicable requirements, for a nomination to be

made by a shareholder, such shareholder must have given timely notice thereof in

proper written form to the Secretary of the Corporation. To be timely, a

shareholder's notice to the Secretary must be delivered to or mailed and

received at the principal executive offices of the Corporation (a) in the case

of an annual meeting, not less than ninety (90) days prior to the anniversary

date of the immediately preceding annual meeting of shareholders; provided,

however, that in the event that the annual meeting is called for a date that is

not within thirty (30) days before or after such anniversary date, notice by the

shareholder in order to be timely must be so received not later than the close

of business on the tenth (10th) day following the day on which such notice of

the date of the annual meeting was mailed or such public disclosure of the date

of the annual meeting was made, whichever first occurs; and (b) in the case of a

special meeting of shareholders called for the purpose of electing directors,

not later than the close of business on the tenth (10th) day following the day

on which notice of the date of the special meeting was mailed or public

disclosure of the date of the special meeting was made, whichever first occurs.

Public disclosure shall include, but not be limited to, information contained in

a document publicly filed by the Corporation with the Securities and Exchange

Commission under Section 13, 14 or 15(d) of the Securities Exchange Act of 1934,

as amended (the "Exchange Act").

 

      To be in proper written form, a shareholder's notice to the Secretary must

set forth:

 

      (A) as to each person whom the shareholder proposes to nominate for

election as a director, (i) the name, age, business address and residence of the

person, (ii) the principal occupation or employment of the person, (iii) the

class or series and number of shares of capital stock of the Corporation which

are owned beneficially or of record by the person, and (iv) any other

information relating to the person that would be required to be disclosed in a

proxy statement or other filings required to be made in connection with

solicitations of proxies for election of directors pursuant to Section 14 of the

Exchange Act, and the rules and regulations promulgated thereunder; and

 

      (B) As to the shareholder giving the notice, (i) the name and record

address of such shareholder, (ii) the class or series and number of shares of

capital stock of the Corporation which are owned beneficially or of record by

such shareholder, (iii) a description of all arrangements or understandings

between such shareholder and each proposed nominee and any other person or

persons (including their names) pursuant to which the nomination(s) are to be

made by such shareholder, (iv) a representation that such shareholder, or an

authorized representative of that shareholder, intends to appear in person or by

proxy at the meeting to nominate the persons named in its notice and (v) any

other information relating to such shareholder that would be required to be

disclosed in a proxy statement or other filings required to be made in

connection with solicitations of proxies for election of directors pursuant to

Section 14 of the Exchange Act and the rules and regulations promulgated

thereunder; and if such shareholder of record is not the beneficial owner of the

shares of capital stock of the Corporation, the notice to the Secretary must

also include the name and address of the beneficial owner and the information

referred to in the immediately preceding clauses (iii) and (v), substituting the

beneficial owner for such shareholder.

 

 

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      No person shall be eligible for election as a director of the corporation

unless nominated in accordance with the procedures set forth in this Section

2-3. If the Chairman of the meeting determines that a nomination was not made in

accordance with the foregoing procedures, the Chairman shall declare to the

meeting that the nomination was defective and such defective nomination shall be

disregarded.

 

                  (b) Advance Notice of Shareholder Business. To be properly

brought before an annual meeting, any business must be (a) specified in the

notice of meeting (or any supplement thereto) given by or at the direction of

the Board of Directors, (b) otherwise properly brought before the meeting by or

at the direction of the Board of Directors, or (c) otherwise properly brought

before the meeting by a shareholder (i) who is a shareholder of record on the

date of the giving of notice provided for in this Section 2-3 and on the record

date for the determination of shareholders entitled to vote at such annual

meeting and (ii) who complies with the notice procedures set forth in this

Section 2-3. For such nominations or other business to be considered properly

brought before the meeting by a shareholder, such shareholder must, in addition

to any other applicable requirements, have given timely notice and in proper

form of such intent to bring such business before such meeting. To be timely,

such shareholder's notice must be delivered to or mailed and received by the

Secretary of the Corporation at the principal executive offices of the

Corporation not less than one hundred and twenty (120) days prior to the date of

the Corporation's proxy statement released to shareholders in connection with

the previous year's annual meeting; provided, however, that in the event the

Corporation did not hold an annual meeting the previous year, or if the date of

the current year's annual meeting has been changed by more than thirty (30) days

from the date of the previous year's meeting, then notice by the shareholder to

be timely must be so received within a reasonable time before the Corporation

begins to print and mail its proxy materials. To be in proper form, a

shareholder's notice to the Secretary shall set forth (i) the name and record

address of the shareholder who intends to propose the business and the class or

series and number of shares of capital stock of the Corporation which are owned

beneficially or of record by such shareholder, (ii) a representation that the

shareholder has been a holder of record of capital stock of the Corporation

entitled to vote at such meeting for at least one year and that the shareholder

intends to contrive to hold the securities through the date of the meeting of

shareholders, and intends to appear in person or by proxy at the meeting to

introduce the business specified in the notice, (iii) a brief description of the

business desired to be brought before the annual meeting and the reasons for

conducting such business at the annual meeting, and (iv) any material interest

of the shareholder in such business; provided that, if such shareholder of

record is not the beneficial owner of the shares of capital stock of the

Corporation, the notice to the Secretary must also include the name and address

of the beneficial owner and the information referred to in the immediately

preceding clauses (iii) and (v), substituting the beneficial owner for such

shareholder. To the extent that any provision of Rule 14a-8 of the Exchange Act,

or any successor provision thereto, is applicable, such provision shall

supercede and take precedence over this Section 2-3(d).

 

      No business shall be conducted at the annual meeting of shareholders

except business brought before the annual meeting in accordance with the

procedures set forth in this Section;

 

 

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provided, however, that, once business has been properly brought before the

annual meeting in accordance with such procedures, nothing in this Section shall

be deemed to preclude discussion by any shareholder of any such business. The

Chairman of the meeting may refuse to acknowledge the proposal of any business

not made in compliance with foregoing procedure.

 

                  (c) Exceptions. Provisions of this Section 2-3 do not apply to

any shares of Preferred Stock of the Corporation if otherwise provided in

designations of classes or series of such Preferred Stock.

 

            Section 2-4. Special Meetings of Shareholders. Subject to the rights

of the holders of any class or series of Preferred Stock, special meetings of

the shareholders may be called only by either (i) the Board of Directors of the

Corporation, (ii) the Chairman of the Board or by the Board of Directors, if

there be one or (iii) the Chief Executive Officer of the Corporation. Upon the

written request of any person who has called a special meeting, under these

Bylaws or applicable law, which request specifies the general nature of the

business to be transacted at such meeting, it shall be the duty of the Secretary

to fix the time and place of such meeting, which shall be held not less than

five nor more than 60 days after the receipt of such request, and to give due

notice thereof as required by Section 2-5 hereof. If the Secretary neglects or

refuses to fix the time and place of such meeting, the person or persons calling

the meeting may do so.

 

            Section 2-5. Notices of Meetings of Shareholders. Written notice,

complying with Article VI of these Bylaws, stating the place and time and, in

the case of special meetings, the general nature of the business to be

transacted at any meeting of the shareholders shall be given to each shareholder

of record entitled to vote at the meeting, except as provided in Section 1707 of

the Pennsylvania BCL, at least five days prior to the day named for the meeting,

provided that notice shall be given at lest ten days prior to the day named for

a meeting to consider a fundamental change under Chapter 19 of the Pennsylvania

BCL. Such notices may be given by, or at the direction of, the Secretary or

other authorized person. If the Secretary or other authorized person neglects or

refuses to give notice of a meeting, the person or persons calling the meeting

may do so.

 

            Section 2-6. Waiver of Notice. Notice of any regular or special

meeting may be waived by any shareholder either before, at or after such meeting

orally or in a writing signed by such shareholder or a representative entitled

to vote the shares of such shareholder. A shareholder, by his attendance at any

meeting of shareholders, shall be deemed to have waived notice of such meeting,

except where the shareholder objects at the beginning of the meeting to the

transaction of business because the item may not lawfully be considered at that

meeting and does not participate in the consideration of the item at that

meeting.

 

            Section 2-7. Organization and Conduct of Shareholder Meetings. At

every meeting of the shareholder, the Chairman of the Board, if there be one,

or, in the case of vacancy in office or absence of the Chairman of the Board,

one of the following persons present in order stated: The Vice Chairman of the

Board, the Chief Executive Officer, the President, the Chief

 

 

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Financial Officer or a person chosen by vote of the shareholders present, shall

act as Chairman of the meeting. The Secretary or, in the absence of the

Secretary, an assistant Secretary, or, in the absence of both the Secretary and

assistant secretaries, a person appointed by the Chairman of the meeting, shall

act as Secretary of the Meeting. The Chairman of the meeting shall have the

right and authority to prescribe such rules, regulations and procedures and to

do all such acts as, in the judgment of such chairman, are appropriate for

conduct of the meeting. To the extent not prohibited by law, such rules,

regulations or procedures may include, without limitation, establishment of (i)

an agenda or order of business for the meeting and the method by which business

may be proposed, (ii) rules and procedures for maintaining order at the meeting

and the safety of those present, (iii) limitations on attendance at or

participation in the meeting to shareholders of record of the corporation, their

duly authorized proxies or such other persons as the Chairman of the meeting

shall determine, (iv) restrictions on entry to the meeting after the time fixed

for the commencement thereof and (v) limitations on the time allotted to

questions or comments by participants. Any proposed business contained in the

notice of a regular meeting is deemed to be on the agenda and no further motions

or other actions shall be required to bring such proposed business up for

consideration. Following completion of the business of the meeting as determined

by the Chairman of the meeting, the Chairman of the meeting shall have the

exclusive authority to adjourn the meeting.

 

            Section 2-8.  Quorum of and Action by Shareholders.

 

                  (a) General Rule. A meeting of shareholders of the Corporation

duly called shall not be organized for the transaction of business unless a

quorum is present. Except as provided in subsections (c), (d) and (e) of this

Section 2-8, the presence, in person or by proxy, of shareholders entitled to

cast at least a majority of the votes that all shareholders are entitled to cast

on a particular matter to be acted upon at the meeting shall constitute a quorum

for the purpose of consideration and action on the matter. Shares of the

Corporation owned, directly or indirectly, by the Corporation which are

controlled, directly or indirectly, by the Board of Directors shall not be

counted in determining the total number of outstanding shares for quorum

purposes at any given time. Unless the Pennsylvania BCL permits otherwise, this

Section 2-8(a) may be modified only by a Bylaw amendment adopted by the

shareholders.

 

                  (b) Action by Shareholders. Whenever any corporate action is

to be taken by vote of the shareholders of the Corporation at a duly organized

meeting of shareholders, it shall be authorized by a majority of the votes cast

at the meeting by the holders of shares entitled to vote thereon.

 

                  (c) Action Without Meeting. Shareholders of the Corporation

may not take action by written consent or partial written consent but must take

action at a duly called annual or special meeting of the shareholders.

 

                  (d) Withdrawal. 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.

 

 

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                  (e) Election of Directors at Adjournment Meetings. In the case

of any meeting called for the election of Directors, those shareholders who

attend a meeting called for the election of Directors that has been previously

adjourned for lack of a quorum, although less than a quorum as fixed in

subsection (a), shall nevertheless constitute a quorum for the purpose of

electing Directors.

 

                  (f) Conduct of Other Business at Adjourned Meetings. Those

shareholders entitled to vote who attend a meeting of shareholders that has been

previously adjourned for one or more periods aggregating at least 15 days

because of an absence of a quorum, although less than a quorum as fixed in

subsection (a), shall nevertheless constitute a quorum for the purpose of acting

upon any matter set forth in the notice of meeting if the notice states that

those shareholders who attend the adjourned meeting shall nevertheless

constitute a quorum for the purpose of acting upon the matter.

 

                  (g) Effect of Proxy on Quorum. The presence of, or vote at the

meeting of shareholders, by proxy of a shareholder shall constitute the presence

of, or vote by action by, the shareholder. If a proxy casts a vote on behalf of

a shareholder on any issue other than a procedural motion considered at the

meeting of shareholders, the shareholder shall be deemed to be present during

the entire meeting for purposes of determining whether a quorum is present for

consideration of any other issue.

 

            Section 2-9.  Adjournments.

 

                  (a) General Rule. Any regular or special meeting of

shareholders, including meetings at which directors are to be elected, may be

adjourned for such period as the shareholders present and entitle to vote shall

direct, or (ii) if no shareholder vote is taken, as the Chairman of the meeting

shall direct, until the directors have been elected.

 

                  (b) Lack of Quorum. If a meeting cannot be organized because a

quorum has not attended, those present may, except as otherwise provided in this

Section 2-8, adjourn the meeting to such time and place as they may determine.

 

                  (c) Notice of an Adjourned Meeting. When a meeting of

shareholders is adjourned, it shall not be necessary to give any notice of the

adjourned meeting or of the business to be transacted at an adjourned meeting,

other than by announcement at the meeting at which the adjournment is taken,

unless the Board fixes a new record date for the adjourned meeting.

 

            Section 2-10.  Voting List, Voting and Proxies.

 

                  (a) Voting List. (i) The officer or agent having charge of the

transfer books for shares of the Corporation shall make a complete list of the

shareholders entitled to vote at any meeting of shareholders, arranged in

alphabetical order, with the address of and the

 

 

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number of shares held by each. The list shall be produced and kept open at the

time and place of the meeting and shall be subject to the inspection of any

shareholder during the whole time of the meeting for the purposes thereof except

that, if the Corporation has 5,000 or more shareholders, in lieu of the making

of a list the Corporation may make the information therein available at the

meeting by any other means.

 

                        (ii) Failure to comply with the requirements of this

section 2-10 shall not affect the validity of any action taken at a meeting

prior to a demand at the meeting by any shareholder entitled to vote thereat to

examine the list. The original share register or transfer book, or a duplicate

thereof kept in the Commonwealth of Pennsylvania, shall be prima facie evidence

as to who are the shareholders entitled to examine the list or share register or

transfer book or to vote at any meeting of shareholders.

 

                  (b) Voting. Except as otherwise specifically provided by law,

all matters coming before the meeting shall be determined by a vote of shares.

Such vote shall be taken by voice unless a shareholder demands, before the vote

begins, that it be taken by ballot.

 

                  (c) 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 in writing by the shareholder or by such shareholder's duly

authorized attorney-in-fact and filed with the Secretary of the Corporation. A

telegram, telex, cablegram, datagram or similar transmission from a shareholder

or attorney-in-fact, or a photographic, facsimile or similar reproduction of a

writing executed by a shareholder or attorney-in-fact (or other transmission as

permitted by law, including, without limitation, by internet, interactive voice

response system or other electronic means) shall be treated as properly executed

for the purposes of this Section; provided that such transmission sets forth a

confidential and unique identification number or other mark furnished by the

Corporation to the shareholder for the purposes of a particular meeting or

transaction or is otherwise submitted with information from which it can be

determined that the transmission was authorized by the shareholder. A proxy,

unless coupled with an interest (as defined in Section 1759(c) of the

Pennsylvania BCL), shall be revocable at will, notwithstanding any other

agreement or any provision in the proxy to the contrary, but the revocation of a

proxy shall not be effective until written notice thereof has been given to the

Secretary of the Corporation. An unrevoked proxy shall not be valid after three

years from the date of its execution unless a longer time is expressly provided

therein. A proxy shall not be revoked by the death or incapacity of the maker

unless, before the vote is counted or the authority is exercised, written notice

of the death or incapacity is given to the Secretary of the Corporation.

 

                  (d) Judges of Election. In advance of any meeting of

shareholders of the Corporation, the Board of Directors may appoint one or three

Judges of Election, who need not be shareholders and who will have such duties

as provided in Section 1765(3) of the Pennsylvania BCL, to act at the meeting or

any adjournment thereof. If one or three Judges of Election are not so

appointed, the presiding officer of the meeting may, and on the request of any

shareholder shall, appoint one or three Judges of Election at the meeting. In

case any person appointed as a Judge of Election fails to appear 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

 

 

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meeting by the presiding officer. A person who is a candidate for office to be

filled at the meeting shall not act as a Judge of Election. Unless the

Pennsylvania BCL permits otherwise, this Section 2-10(d) may be modified only by

a Bylaw amendment adopted by the shareholders.

 

            Section 2-11. Participation in Meetings by Conference Telephone.

Unless determined to the contrary by the Board of Directors in advance of a

particular meeting with respect to that meeting, any person who is otherwise

entitled to participate in any meeting of the shareholders may attend, be

counted for the purposes of determining a quorum and exercise all rights and

privileges to which such person might be entitled were such person personally in

attendance, including the right to vote, by means of conference telephone or

similar communications equipment by means of which all persons participating in

the meeting can hear each other, if such communications equipment is present in

the meeting room.

 

            Section 2-12. Voting by Fiduciaries and Pledgees. Shares of the

Corporation standing in the name of a trustee or other fiduciary and shares held

by an assignee for the benefit of creditors or by a receiver may be voted by the

trustee, fiduciary, assignee or receiver. A shareholder whose shares are pledged

shall be entitled to vote the shares until the shares have been transferred into

the name of the pledgee, or a nominee of the pledgee, but nothing in this

section shall affect the validity of a proxy given to a pledgee or nominee.

 

            Section 2-13. Voting by Joint Holders of Shares. (a) General Rule.

Where shares of the Corporation are held jointly or as tenants in common by two

or more persons, as fiduciaries or otherwise:

 

            (1)   if only one or more of such persons is present in person or by

                  proxy, all of the shares standing in the names of such persons

                  shall be deemed to be represented for the purpose of

                  determining a quorum and the Corporation shall accept as the

                  vote of all the shares the vote cast by a joint owner or a

                  majority of them; and

 

            (2)   if the persons are equally divided upon whether the shares

                  held by them shall be voted or upon the manner of voting the

                  shares, the voting of the shares shall be divided equally

                  among the persons without prejudice to the rights of the joint

                  owners or the beneficial owners thereof among themselves.

 

            (b)   Exception. If there has been filed with the Secretary of the

                  Corporation a copy, certified by an attorney at law to be

                  correct, of the relevant portions of the agreement under which

                  the shares are held or the instrument by which the trust or

                  estate was created or the order of court appointing them or of

                  an order of court directing the voting of the shares, the

                  persons specified as having such voting power in the document

                  latest in date of operative effect so filed, and only those

                  persons, shall be entitled to vote the shares but only in

                  accordance therewith.

 

 

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            Section 2-14. Voting By Corporate Shareholder. Any corporation that

is a shareholder of this Corporation may vote at meetings of shareholders of

this Corporation by any of its officers or agents, or by proxy appointed by any

officer or agent, unless some other person, by resolution of the board of

directors of the other corporation or a provision of its articles or bylaws, a

copy of which resolution or provision certified to be correct by one of its

officers has been filed with the Secretary of this Corporation, is appointed its

general or special proxy in which case that person shall be entitled to vote the

shares.

 

                        ARTICLE III - BOARD OF DIRECTORS

 

            Section 3-1.

 

                  (a) General Powers. Except as otherwise provided by law and

these Bylaws, all powers of the Corporation shall be exercised by or under the

authority of, and the business and affairs of the Corporation shall be managed

under the direction of the Board of Directors. Unless the Pennsylvania BCL

permits otherwise, this Section 3-1(a) may be modified only by a Bylaw amendment

adopted by the shareholders.

 

                  (b) Number. The number of members of the Board of Directors

shall be the number of Directors serving at the time of adoption of this Section

3-1, or such other number as may thereafter from time to time (i) be determined

by the Board of Directors, or (ii) be set forth in a notice of a meeting of

shareholders called for the election of a full Board of Directors.

 

                  (c) Vacancies. Each Director shall hold office until the

expiration of the term for which he was selected and until his successor has

been selected and qualified or until his earlier death, resignation or removal.

Except as otherwise provided by the Articles or any amendments thereto, any

vacancies on the Board of Directors, including vacancies resulting from an

increase in the number of Directors, shall be filled by a majority vote of the

members of the Board of Directors then in office, and each person so selected

shall be a Director to serve for the balance of the unexpired term.

 

                  (d) Removal; Resignation. The right of the shareholders to

remove Directors shall be governed by the provisions of Section 1726 of the

Pennsylvania BCL as applicable to a classified Board of Directors established in

accordance with Section 1724(b) of the Pennsylvania BCL. Any Director may resign

at any time upon written notice to the Corporation. The resignation shall be

effective upon receipt thereof by the Corporation or at such subsequent time as

shall be specified in the notice of resignation.

 

                  (e) Qualification. A Director must be a natural person at

least 18 years of age.

 

 

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            Section 3-2. Place of Meetings. Meetings of the Board of Directors

may be held at such place within or without the Commonwealth of Pennsylvania as

a majority of the Directors may appoint from time to time or as may be

designated in the notice of the meeting.

 

            Section 3-3. Regular Meetings. A regular meeting of the Board of

Directors shall be held quarterly, with one meeting immediately following the

annual meeting of shareholders, at the place where such meeting of the

shareholders is held or at such other place and time as a majority of the

Directors in office after the annual meeting of shareholders may designate. At

the Board of Directors meeting that takes place immediately after the annual

meeting of shareholders, the Board of Directors shall elect officers of the

Corporation. In addition to such regular meetings, the Board of Directors shall

have the power to fix by resolution the place and time of other regular meetings

of the Board.

 

            Section 3-4. Special Meetings. Special meetings of the Board of

Directors shall be held whenever ordered by the Chairman or Chief Executive

Officer of the Corporation, or by two or more Directors then in office.

 

            Section 3-5. Participation in Meetings by Conference Telephone. Any

Director may participate in any meeting of the Board of Directors or of any

committee (provided such Director is otherwise entitled to participate), be

counted for the purpose of determining a quorum thereof and exercise all rights

and privileges to which such Director might be entitled were he or she

personally in attendance, including the right to vote, or any other rights

attendant to presence in person at such meeting, by means of conference

telephone or similar communications equipment by means of which all persons

participating in the meeting can hear each other.

 

            Section 3-6. Notices of Meetings of Board of Directors.

 

                  (a) Regular Meetings. No notice shall be required to be given

of any regular meeting, unless the same is held at other than the place or time

for holding such meeting as fixed in accordance with Section 3-3 of these

Bylaws, in which event five days' notice shall be given of the place and time of

such meeting complying with Article VI of these Bylaws.

 

                  (b) Special Meetings. Written notice stating the place and

time of any special meeting of the Board of Directors shall be sufficient if

given at least one day, as provided in Article VI, in advance of the time fixed

for the meeting.

 

            Section 3-7. Organization of Meetings. At every meeting of the Board

of Directors, the Chairman of the Board, if there be one, or, in the case of a

vacancy in the office or absence of the Chairman of the Board, one of the

following officers present in the order stated: the Vice Chairman of the Board,

the Chief Executive Officer, the President, the Chief Financial Officer, or a

person chosen by a majority of the Directors present, shall act as Chairman of

the meeting. The Secretary or, in the absence of the Secretary and the assistant

secretaries, any person appointed by the Chairman of the meeting, shall act as

Secretary of the meeting.

 

 

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            Section 3-8. Quorum; Action by the Board of Directors. 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 and

voting at a meeting at which a quorum is present shall be the acts of the Board

of Directors. If there is no quorum present at a duly convened meeting of the

Board of Directors, the majority of those present may adjourn the meeting from

time to time and place to place.

 

            Section 3-9. Informal Action by the Board of Directors. Any action

required or permitted to be taken at a meeting of the Directors, or of the

members of any committee of the Board of Directors, may be taken without a

meeting if, prior or subsequent to the action, a written consent or consents

thereto by all of the Directors in office (or members of the committee with

respect to committee action) is filed with the Secretary of the Corporation. In

addition to other means of filing with the Secretary, insertion in the minute

book of the Corporation shall be deemed filing with the Secretary regardless of

whether the Secretary or some other authorized person has actual possession of

the minute book.

 

            Section 3-10. Fundamental Transactions.--Where any provision of 15

Pa.C.S. Ch. 19 of the Pennsylvania BCL requires that an amendment of the

articles, a plan or the dissolution of the corporation be proposed or approved

by action of the Board of Directors, that requirement shall be construed to

authorize and be satisfied by the written agreement or consent of all of the

shareholders of the corporation entitled to vote thereon.

 

            Section 3-11. Personal Liability of Directors.

 

                  (a) A Director shall not be personally liable, as such, for

monetary damages (including, without limitation, any judgment, amount paid in

settlement, penalty, punitive damages or expense of any nature (including,

without limitation, attorneys' fees and disbursements)) for any action taken, or

any failure to take any action, unless:

 

                        (i) the Director has breached or failed to perform the

duties of his or her office under Subchapter 17B of the Pennsylvania BCL (or any

successor provision); and

 

                        (ii) the breach or failure to perform constitutes

self-dealing, willful misconduct or recklessness.

 

                  (b) The provisions of subparagraph (a) shall not apply to the

responsibility or liability of a Director pursuant to any criminal statute, or

the liability of a director for the payment of taxes pursuant to local, state or

federal law.

 

            Section 3-12. Notation of Dissent. A Director who is present at a

meeting of the Board of Directors, or of a committee of the Board, at which

action on any corporate matter is taken on which the Director is generally

competent to act, shall be presumed to have assented to

 

 

                                       11

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the action taken unless his or her dissent is entered in the minutes of the

meeting or unless the Director files a written dissent to the action with the

Secretary of the meeting before the adjournment thereof or transmits the dissent

in writing to the Secretary of the Corporation immediately after the adjournment

of the meeting. The right to dissent shall not apply to a Director who voted in

favor of the action. Nothing in this Section 3-12 shall bar a Director from

asserting that minutes of the meeting incorrectly omitted his or her dissent if,

promptly upon receipt of a copy of such minutes, the Director notifies the

secretary, in writing, of the asserted omission or inaccuracy.

 

            Section 3-13.  Committees.

 

                  (a) Establishment and Powers. The Board of Directors of the

Corporation may, by resolution adopted by a majority of the directors in office,

establish one or more committees to consist of one or more Directors of the

Corporation. Any committee, to the extent provided in the resolution of the

Board of Directors or in the Bylaws, shall have and may exercise all of the

powers and authority of the Board of Directors, except that a committee shall

not have any power or authority as to the following:

 

                        (i) The submission to shareholders of any action

requiring approval of shareholders under Section 1731(a)(1) of the Pennsylvania

BCL.

 

                        (ii) The creation or filling of vacancies in the Board

of Directors.

 

                        (iii) The adoption, amendment or repeal of the Bylaws.

 

                        (iv) The amendment or repeal of any resolution of the

Board of Directions that by its terms is amendable or repealable only by the

Board of Directors.

 

                        (v) Action on matters committed by the Bylaws or

resolution of the Board of Directors to another committee of the Board of

Directors.

 

                  (b) Alternate Members. The Board of Directors may designate

one or more Directors as alternate members of any committee who may replace any

absent or disqualified member at any meeting of the committee or for the purpose

of any written action by the committee. In the absence or disqualification of a

member and alternate member or members of a committee, the member or members

thereof present at any meeting and not disqualified from voting, whether or not

he or they constitute a quorum, may unanimously appoint another Director to act

at the meeting in the place of the absent or disqualified member.

 

                  (c) Term. Each committee of the Board of Directors shall serve

at the pleasure of the Board of Directors.

 

 

                                       12

<PAGE>

                  (d) Status of Committee Action. The term "Board of Directors"

or "Board," when used in any provision of these Bylaws relating to the

organization or procedures of or the manner of taking action by the Board of

Directors, shall be construed to include and refer to any executive or other

committee of the Board of Directors. Any provision of these Bylaws relating or

referring to action to be taken by the Board of Directors or the procedure

required therefor shall be satisfied by the taking of corresponding action by a

committee of the Board of Directors to the extent authority to take the action

has been delegated to the committee pursuant to this Section.

 

                             ARTICLE IV - OFFICERS

 

            Section 4-1. Election and Office. The Corporation shall have a Chief

Executive Officer, a President, a Secretary, a Chief Financial Officer and a

Treasurer who shall be elected by the Board of Directors. The Board of Directors

may elect from among the members of the Board a Chairman of the Board and one or

more Vice Chairmen of the Board, who may both be, but need not be officers of

the Corporation. Any number of offices may be held by the same person. The

President and the Secretary shall be natural persons of the age of 18 years or

older. The Treasurer may be a corporation, but if a natural person shall be of

the age of 18 years or older.

 

            Section 4-2. Term. The officers and assistant officers shall each

serve at the pleasure of the Board of Directors until the first meeting of the

Board of Directors following the next annual meeting of shareholders, unless

removed from office by the Board of Directors during their respective tenures.

Officers may, but need not, be Directors. Any officer may resign at any time

upon written notice to the Corporation. The resignation shall be effective upon

receipt thereof by the Corporation or at such subsequent time as may be

specified in the notice of resignation.

 

            Section 4.3 Removal of Officers and Agents. Any officer or agent of

the Corporation may be removed by the Board of Directors or by the Chief

Executive Officer with or without cause. The removal shall be without prejudice

to the contract rights, if any, of any person so removed. Election or

appointment of an officer or agent shall not of itself create contract rights.

 

            Section 4-4. Subordinate Officer, Committees and Agents. The Board

of Directors may from time to time appoint such other officers and such

committees, employees or other agents as the business of the Corporation may

require, including one or more assistant secretaries, and one or more assistant

Treasurers, each of whom shall hold office for such period, have such authority,

and perform such duties as are provided in these bylaws, or as the Board of

Directors may from time to time determine. The Board of Directors may delegate

to any officer or committee the power to appoint subordinate officers and to

retain or appoint employees or other agents, or committees thereof, and to

prescribe the authority and duties of such subordinate officers, committees,

employees or other agents.

 

 

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            Section 4-5. Authority. All officers of the Corporation, as between

themselves and the Corporation, shall have such authority and perform such

duties in the management of the Corporation as may be provided by or pursuant to

resolutions or orders of the Board of Directors or, in the absence of

controlling provisions in the resolutions or orders of the Board of Directors,

as may be determined by or pursuant to these bylaws or in the absence of any

such controlling authority then as provided by the Chief Executive Officer.

 

            Section 4-6. Powers and Duties of the Chief Executive Officer. The

Chief Executive Officer shall be the chief executive officer of the Corporation.

The CEO shall have general supervision over the business, finances, operations

and welfare of the Corporation, subject however, to the control of the Board of

Directors. The Chief Executive Officer shall sign, execute, and acknowledge, in

the name of the Corporation, deeds, mortgages, bonds, contracts or other

instruments, authorized by the Board of Directors, except in cases where the

signing and execution thereof shall be expressly delegated by the Board of

Directors, or by these bylaws or by the Chief Executive Officer, to some other

officer or agent of the Corporation; and, in general, shall have all powers and

perform all duties incident to the position of a chief executive officer and

such other powers and duties as from time to time may be assigned by the Board

of Directors. The Chief Executive Officer shall from time to time make such

reports of the affairs of the Corporation as the Board may require and shall

present to the annual meeting of the shareholders a report of the business of

the Corporation for the preceding fiscal year.

 

            Unless otherwise determined by the Board of Directors, the Chief

Executive Officer shall have full power and authority on behalf of the

Corporation to attend and to act and to vote at any meeting of the shareholders

of any corporation in which this Corporation may hold stock and, at any such

meeting, shall possess and may exercise any and all the rights and powers

incident to the ownership of such stock and which, as the owner thereof, the

Corporation might have possessed and exercised. The Chief Executive Officer

shall also have the right to delegate such power.

 

            Section 4-7. Powers and Duties of the President. Unless otherwise

determined by the Board of Directors, the President shall have the usual duties

of an executive officer with general supervision over and direction of the

affairs of the Corporation. The President shall perform such duties as may from

time to time be assigned to him or her by the Chief Executive Officer.

 

            Section 4-8. Powers and Duties of the Secretary. Unless otherwise

determined by the Board of Directors, the Secretary shall be responsible for the

keeping of the minutes of all meetings of the Board of Directors and the

shareholders, in books provided for that purpose, and for the giving and serving

of all notices for the Corporation. The Secretary shall perform all other duties

ordinarily incident to the office of Secretary. The minute books of the

Corporation may be held by a person other than the Secretary.

 

 

                                       14

<PAGE>

            Section 4-9. Powers and Duties of the Chief Financial Officer. The

Chief Financial Officer shall be the chief financial officer of the Corporation

and shall have general management and supervision of the fiscal affairs of the

Corporation under the direction and supervision of the Chief Executive Officer.

The Chief Financial Officer shall see that a full and accurate accounting of all

financial transactions is made; shall oversee the investment and reinvestment of

the capital funds of the Corporation; shall oversee the preparation of any

financial reports of the Corporation; shall cooperate in the conduct of the

annual audit of the Corporation's financial records by the Corporation's

certified public accountants; and, in general, shall discharge such other duties

as may from time to time be assigned by the Chief Executive Officer.

 

            Section 4-10. Powers and Duties of the Treasurer. Unless otherwise

determined by the Board of Directors, the Treasurer shall perform the duties of

the Chief Financial Officer in the absence of the Chief Financial Officer or

provide for the custody of the funds or other property of the Corporation which

may come into such officer's hands. When necessary or proper, unless otherwise

determined by the Board of Directors, the Treasurer shall endorse for collection

on behalf of the Corporation checks, notes and other obligations, and shall

deposit the same to the credit of the Corporation to such banks or depositories

as the Board of Directors may designate and may sign all receipts and vouchers

for payments made to the Corporation. The Treasurer shall sign all checks made

by the Corporation, except when the Board of Directors shall otherwise direct.

The Treasurer shall be responsible for the regular entry in books of the

Corporation to be kept for such purpose of a full and accurate account of all

funds and securities received and paid by the Treasurer on account of the

Corporation. Whenever required by the Board of Directors, the Treasurer shall

render a statement of the financial condition of the Corporation. The Treasurer

shall have such other powers and shall perform the duties as may be assigned to

such officer from time to time by the Chief Executive Officer.

 

            Section 4-11. Powers and Duties of the Chairman of the Board. Unless

otherwise determined by the Board of Directors, the Chairman of the Board, if

any, shall preside at all meetings of Directors. The Chairman of the Board shall

have such other powers and perform such further duties as may be assigned to

such officer by the Board of Directors, including, without limitation, acting as

chief executive officer of the Corporation. To be eligible to serve, the

Chairman of the Board must be a Director of the Corporation.

 

            Section 4-12. Powers and Duties of Vice Chairmen of the Board, Vice

Presidents and Assistant Officers. Unless otherwise determined by the Board of

Directors, each Vice Chairman, Vice President and each assistant officer shall

have the powers and perform the duties of his or her respective superior

officer. Vice Presidents and assistant officers shall have such rank as may be

designated by the Board of Directors. Vice Presidents may be designated as

having responsibility for a specific area of the Corporation's affairs, in which

event such Vice President shall be superior to the other Vice Presidents in

relation to matters within his or her area. The Chairman of the Board shall be

the superior officer of the Vice-Chairman. The

 

 

                                       15

<PAGE>

Treasurer and Secretary shall be the superior officers of the Assistant

Treasurers and Assistant Secretaries, respectively.

 

            Section 4-13. Salaries. The salaries of the officers elected by the

Board of Directors shall be fixed from time to time by the Board of Directors or

by such committee or officer as may be designated by resolution of the Board, or

in the absence of such designation by the CEO. The salaries or other

compensation of any other officers, employees and other agents shall be fixed

from time to time by the Board, or by the officer or committee to which the

power to appoint such officers or to retain or appoint such employees or other

agents has been delegated pursuant to Section 6.03, or in the absence of such

designation by the CEO or other officer designated by the CEO. No officer shall

be prevented from receiving such salary or other compensation by reason of the

fact that the officer is also a director of the Corporation.

 

            Section 4-14. Delegation of Office. The Board of Directors may

delegate the powers or duties of any officer of the Corporation to any other

person from time to time.

 

            Section 4-15. Vacancies. The Board of Directors shall have the power

to fill any vacancies in any office occurring for any reason.

 

 

                           ARTICLE V - CAPITAL STOCK

 

            Section 5-1. Share Certificates.

 

                  (a) Execution. Except as otherwise provided in Section 5-5,

the shares of the Corporation shall be represented by certificates. Unless

otherwise provided by the Board of Directors, every share certificate shall be

signed by two officers and sealed with the corporate seal, which may be a

facsimile, engraved or printed, but where such certificate is signed by a

transfer agent or a registrar, the signature of any corporate officer upon such

certificate may be a facsimile, engraved or printed In case any officer who has

signed, or whose facsimile 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 with the same effect as if

the officer had not ceased to be such at the date of its issue. The provisions

of this Section 5-1 shall be subject to any inconsistent or contrary agreement

at the time between the Corporation and any transfer agent or registrar.

 

                  (b) Designations, etc. To the extent the Corporation is

authorized to issue shares of more than one class or series, every certificate

shall set forth upon the face or back of the certificate (or shall state on the

face or back of the certificate that the Corporation will furnish to any

shareholder upon request and without charge) a full or summary statement of the

designations, voting rights, preferences, limitations and special rights of the

shares of each class or series authorized to be issued so far as they have been

fixed and determined and the authority

 

 

                                       16

<PAGE>

of the Board of Directors to fix and determine the designations, voting rights,

preferences, limitations and special rights of the classes and series of shares

of the Corporation.

 

                  (c) Fractional Shares. Except as otherwise determined by the

Board of Directors, shares or certificates therefor may be issued as fractional

shares for shares held by any dividend reinvestment plan or employee benefit

plan created or approved by the Corporation's Board of Directors, but not by any

other person.

 

            Section 5-2. Transfer of Shares. Transfer of shares shall be made on

the books of the Corporation only upon surrender of the share certificate, duly

endorsed or with duly executed stock powers attached and otherwise in proper

form for transfer, which certificate shall be cancelled at the time of the

transfer.

 

            Section 5-3. Determination of Shareholders of Record.

 

                  (a) Fixing Record Date. The Board of Directors of the

Corporation may fix a time prior to the date of any meeting of shareholders as a

record date for the determination of the shareholders entitled to notice of, or

to vote at, the meeting, which time, except in the case of an adjourned meeting,

shall be not more than 90 days prior to the date of the meeting of shareholders.

Only shareholders of record on the date fixed shall be so entitled

notwithstanding any transfer of shares on the books of the Corporation after any

record date fixed as provided in this subsection. The Board of Directors may

similarly fix a record date for the determination of shareholders of record for

any other purpose. When a determination of shareholders of record has been made

as provided in this section for purposes of a meeting, the determination shall

apply to any adjournment thereof unless the Board of Directors fixes a new

record date for the adjourned meeting.

 

                  (b) Determination when No Record Date Fixed. If a record date

is not fixed:

 

                        (i) The record date for determining shareholders

entitled to notice of or to vote at a meeting of shareholders shall be at the

close of business on the day next preceding the day on which notice is given or,

if notice is waived, at the close of business on the day immediately preceding

the day on which the meeting is held.

 

                        (ii) The record date for determining shareholders for

any other purpose shall be at the close of business on the day on which the

Board of Directors adopts the resolution relating thereto.

 

                  (c) Certification by Nominee. The Board of Directors may adopt

a procedure whereby a shareholder of the Corporation may certify in writing to

the Corporation that all or a portion of the shares registered in the name of

the shareholder are held for the account of a specified person or persons. The

resolution of the Board of Directors may set forth:

 

 

                                       17

<PAGE>

                        (i) the classification of shareholder who may certify;

 

                        (ii) the purpose or purposes for which the certification

may be made;

 

                        (iii) the form of certification and information to be

contained therein;

 

                        (iv) if the certification is with respect to a record

date, the time after the record date within which the certification must be

received by the Corporation; and

 

                        (v) such other provisions with respect to the procedure

as are deemed necessary or desirable.

 

                        Upon receipt by the Corporation of a certification

complying with the procedure, the persons specified in the certification shall

be deemed, for the purposes set forth in the certification, to be the holders of

record of the number of shares specified in place of the shareholder making the

certification.

 

            Section 5-4. Lost, Destroyed or Mutilated Share Certificates. Unless

waived in whole or in part by the Board of Directors, any person requesting the

issuance of a new certificate in lieu of an alleged lost, destroyed, mislaid or

wrongfully taken certificate shall (a) give to the Corporation his or her bond

of indemnity with an acceptable surety, and (b) satisfy such other requirements

as may be imposed by the Corporation. Thereupon, a new share certificate shall

be issued to the registered owner or his or her assigns in lieu of the alleged

lost, destroyed, mislaid or wrongfully taken certificate, provided that the

request therefor and issuance thereof have been made before the Corporation has

notice that such shares have been acquired by a bona fide purchaser.

 

            Section 5-5. Uncertificated Shares. Notwithstanding anything herein

to the contrary, any or all classes and series of shares, or any part thereof,

may be represented by uncertificated shares to the extent determined by the

Board of Directors, except that shares represented by a certificate that is

issued and outstanding shall continue to be represented thereby until the

certificate is surrendered to the Corporation. Within a reasonable time after

the issuance or transfer of uncertificated shares, the Corporation shall send to

the registered owner thereof, a written notice containing the information

required to be set forth or stated on certificates. The rights and obligations

of the holders of shares represented by certificates and the rights and

obligations of the holders of uncertificated shares of the same class and series

shall be identical. Notwithstanding anything herein to the contrary, the

provisions of Section 5-2 shall be inapplicable to uncertificated shares and in

lieu thereof the Board of Directors shall adopt alternative procedures for

registration of transfers.

 

 

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<PAGE>

                 ARTICLE VI - NOTICES - COMPUTING TIME PERIODS

 

            Section 6-1. Contents of Notice. Whenever any notice of a meeting is

required to be given pursuant to these Bylaws or the Articles or otherwise, the

notice shall specify the place and time of the meeting; in the case of a special

meeting of shareholders or where otherwise required by law or the Bylaws, the

general nature of the business to be transacted at such meeting; and any other

information required by law.

 

            Section 6-2. Method of Notice. Whenever written notice is required

to be given to any person under the provisions of the Articles or these Bylaws,

a telegram, telex, cablegram, datagram or similar transmission from a

shareholder or attorney-in-fact, or a photographic, facsimile or similar

reproduction of a writing executed by a shareholder or attorney-in-fact (or

other transmission as permitted by law, including, without limitation, by

internet, interactive voice response system or other electronic means) shall be

treated as properly executed for the purposes of this such Articles or these

Bylaws; provided that a notice delivered either personally or by sending a copy

thereof by first class or express mail, postage prepaid, or courier service,

charges prepaid, to the address of such person requiring notice as appears on

the books of the Corporation or, in the case of Directors, as supplied by such

Director to the Corporation for the purpose of notice also shall be deemed to

have been properly executed for purposes of this Section when deposited in the

United States mail or with a courier service for delivery to that person.

 

            Section 6-3. Computing Time Periods.

 

            (a) Days to be Counted. In computing the number of days for purposes

of these Bylaws, all days shall be counted, including Saturdays, Sundays or a

holiday on which national banks are or may elect to be closed ("Holiday");

provided, however, that if the final day of any time period falls on a Saturday,

Sunday or Holiday, then the final day shall be deemed to be the next day which

is not a Saturday, Sunday or Holiday. In computing the number of days for the

purpose of giving notice of any meeting, the date upon which the notice is given

shall be counted but the day set for the meeting shall not be counted.

 

            (b) One Day Notice. In any case where only one day's notice is being

given, notice must be given at least 24 hours in advance by delivery in person,

telephone, telex, TWX, Telecopier or similar means of communication.

 

            Section 6-4. Waiver of Notice. Whenever any notice is required to be

given by law or the Articles or these Bylaws, a waiver thereof in writing,

signed by the person or persons entitled to the notice, whether before or after

the time stated therein, shall be deemed equivalent to the giving of the notice.

Except as otherwise required by law or the next sentence, neither the business

to be transacted at, nor the purpose of, a meeting need be specified in the

waiver of notice of the meeting. In the case of a special meeting of

shareholders, the waiver of notice shall

 

 

                                       19

<PAGE>

specify the general nature of the business to be transacted. Attendance of a

person at any meeting shall constitute a waiver of notice of the meeting except

where a person attends a meeting for the express purpose of objecting, at the

beginning of the meeting, to the transaction of any business because the meeting

was not lawfully called or convened.

 

            Section 6-5. Exception to Requirement of Notice.

 

                  (a) General Rule. Whenever any notice or communication is

required to be given to any person under the provisions of the Business

Corporation Law or by the articles or these bylaws or by the terms of any

agreement or other instrument or as a condition precedent to taking any

corporate action and communication with that person is then unlawful, the giving

of the notice or communication to that person shall not be required.

 

                   (b) Shareholders Without Forwarding Addresses. Notice or

other communications need not be sent to any shareholder with whom the

Corporation has been unable to communicate for more than 24 consecutive months

because communications to the shareholder are returned unclaimed or the

shareholder has otherwise failed to provide the Corporation with a current

address. Whenever the shareholder provides the Corporation with a current

address, the Corporation shall commence sending notices and other communications

to the shareholder in the same manner as to other shareholders.

 

              ARTICLE VII - LIMITATION OF DIRECTORS' LIABILITY AND

            INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

 

            Section 7-1. Scope of Indemnification.

 

                  (a) General Rule. The corporation shall indemnify an

indemnified representative against any liability incurred in connection with any

proceeding in which the indemnified representative may be involved as a party or

otherwise by reason of the fact that such person is or was serving in an

indemnified capacity, including, without limitation, liabilities resulting from

any actual or alleged breach or neglect of duty, error, misstatement or

misleading statement, negligence, gross negligence or act giving rise to strict

or products liability, except:

 

                        (1) where such indemnification is expressly prohibited

            by applicable law;

 

                        (2) where the conduct of the indemnification

            representative has been finally determined pursuant to Section 7-6

            or otherwise:

 

                              (i) to constitute willful misconduct or

                        recklessness within the meaning of 15 Pa.C.S.Section

                        1746 (b) or any superseding provision of law sufficient

                        in the circumstances to bar indemnification against

                        liabilities arising from the conduct; or

 

 

                                       20

<PAGE>

                              (ii) to be based upon or attributable to the

                        receipt by the indemnified representative from the

                        corporation of a personal benefit to which the

                        indemnified representative is not legally entitled; or

 

                        (3) to the extent such indemnification has been finally

            determined in a final adjudication pursuant to Section 7-6 to be

            otherwise unlawful.

 

                  (b) Partial Payment. If an indemnified representative is

entitled to indemnification in respect of a portion, but not all, of any

liabilities to which such person may be subject, the corporation shall indemnify

such indemnified representative to the maximum extent for such portion of the

liabilities.

 

                  (c) Presumption. The termination of a proceeding by judgment,

order, settlement or conviction or upon a plea of nolo contendre or its

equivalent shall not of itself create a presumption that the indemnified

representative is not entitled to indemnification.

 

                  (d) Definitions. For purposes of this Article:

 

                        (1) "indemnified capacity" means any and all past,

                  present and future service by an indemnified representative in

                  one or more capacities as a director, officer, employee or

                  agent of the corporation, or, at the request of the

                  corporation, as a director, officer, manager, employee, agent,

                  fiduciary or trustee of another corporation, partnership,

                  limited liability company, joint venture, trust, employee

                  benefit plan or other entity or enterprise;

 

                        (2) "indemnified representative" means any and all

                  directors and officers of the corporation and any other person

                  designated as an indemnified representative by the board of

                  directors of the corporation (which may, but need not, include

                  any person serving at the request of the corporation, as a

                  director, officer, manager, employee, agent, fiduciary or

                  trustee of another corporation, partnership, limited liability

                  company, joint venture , trust, employee benefit plan or other

                  entity or enterprise);

 

                        (3) "liability" means any damage, judgment, amount paid

                  in settlement, fine, penalty, punitive damages, excise tax

                  assessed with respect to an employee benefit plan, or cost or

                  expense of any nature (including, without limitation,

                  attorneys' fees and disbursements); and

 

 

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<PAGE>

                        (4) "proceeding" means any threatened, pending or

                  completed action, suit, appeal or other proceeding of any

                  nature, whether civil, criminal, administrative or

                  investigative, whether formal or informal, and whether brought

                  by or in the right of the corporation, a class of its security

                  holders or otherwise.

 

            Section 7-2. Proceedings Initiated by Indemnified Representatives.

Notwithstanding any other provision of this Article, the Corporation shall not

indemnify under this Article an indemnified representative for any liability

incurred in a proceeding initiated (which shall not be deemed to include counter

claims or affirmative defenses) or participated in as an intervenor or amicus

curiae by the person seeking indemnification unless such initiation of or

participation in the proceeding is authorized, either before or after its

commencement, by the affirmative vote of a majority of the directors in office.

This section does not apply to reimbursement of expenses incurred in

successfully prosecuting or defending an arbitration under Section 7-6 or

otherwise successfully prosecuting or defending the rights of an indemnified

representative granted by or pursuant to this Article.

 

            Section 7-3. Advancing Expenses. The Corporation shall pay the

expenses (including attorneys' fees and disbursements) incurred in good faith by

an indemnified representative in advance of the final disposition of a

proceeding described in Section 7-1 or the initiation of or participation in

which is authorized pursuant to Section 7-2 upon receipt of an undertaking by or

on behalf of the indemnified representative to repay the amount if it is

ultimately determined pursuant to Section 7-6 or otherwise that such person is

not entitled to be indemnified by the Corporation pursuant to this Article.

Neither action by the board of directors nor confirmation of the financial

ability of an indemnified representative to repay an advance shall be a

prerequisite to the making of such advance.

 

            Section 7-4. Securing of Indemnification Obligations. To further

effect, satisfy or secure the indemnification obligations provided herein or

otherwise , the Corporation may maintain insurance, obtain a letter of credit,

act as self-insurer, create a reserve, trust, escrow, cash collateral or other

fund or account, enter into indemnification agreements, grant a security

interest in any assets or properties of the corporation, or use any other

mechanism or arrangement whatsoever in such amounts, at such costs, and upon

such other terms and conditions as the board of directors shall deem

appropriate. Absent fraud, the determination of the Board of Directors with

respect to such amounts, costs, terms and conditions shall be conclusive against

all security holders, officers and directors and shall not be subject to

voidability.

 

            Section 7-5. Payment of Indemnification. An indemnified

representative shall be entitled to indemnification within 30 days after a

written request for indemnification has been delivered to the secretary of the

corporation.

 

            Section 7-6. Arbitration.

 

 

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                  (a) General Rule. Any dispute related to the right to

indemnification, contribution or advancement of expenses as provided under this

Article, except with respect to indemnification for liabilities arising under

the Securities Act of 1933, as amended, that the Corporation has undertaken to

submit to a court for adjudication, shall be decided only by arbitration in the

metropolitan area in which the principal executive offices of the corporation

are located at the time, in accordance with the commercial arbitration rules

then in effect of the American Arbitration Association, before a panel of three

arbitrators, one of whom shall be selected by the Corporation, the second of

whom shall be selected by the indemnified representative and the third of whom

shall be selected by the other two arbitrators. In the absence of the American

Arbitration Association, or if for any reason arbitration under the arbitration

rules of the American Arbitration Association cannot be initiated, or if one of

the parties fails or refuses to select an arbitrator or the arbitrators selected

by the Corporation and the indemnified representative cannot agree on the

selection of the third arbitrator within 30 days after such time as the

Corporation and the indemnified representative have each been notified of the

selection of the other's arbitrator, the necessary arbitrator or arbitrators

shall be selected by the presiding judge of the court of general jurisdiction in

such metropolitan area.

 

                  (b) Qualifications of Arbitrators. Each arbitrator selected as

provided herein is required to be or have been a director or executive officer

of a corporation whose shares of common stock were listed during at least one

year of such service on the New York Stock Exchange or the American Stock

Exchange or quoted on the National Association of Securities Dealers Automated

Quotations System.

 

                  (c) Burden of Proof. The party or parties challenging the

right of an indemnified representative to the benefits of this Article shall

have the burden of proof.

 

                  (d) Expenses. The Corporation shall reimburse an indemnified

representative for the expenses (including attorneys' fees and disbursements)

incurred in successfully prosecuting or defending such arbitration.

 

                  (e) Effect. Any award entered by the arbitrators shall be

final, binding and nonappealable and judgment may be entered thereon by any

party in accordance with applicable law in any court of competent jurisdiction,

except that the Corporation shall be entitled to interpose as a defense in any

such judicial enforcement proceeding any prior final judicial determination

adverse to the indemnified representative under Section 7-1(a)(2) in a

proceeding not directly involving indemnification under this Article. This

arbitration provision shall be specifically enforceable.

 

            Section 7-7. Contribution. If the indemnification provided for in

this Article or otherwise is unavailable for any reason in respect of any

liability or portion thereof, the corporation shall contribute to the

liabilities to which the indemnified representative may be subject in such

proportion as is appropriate to reflect the intent of this Article or otherwise.

 

 

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            Section 7-8. Mandatory Indemnification of Directors, Officers, etc.

To the extent that an authorized representative of the corporation has been

successful on the merits or otherwise in defense of any action, suit or

proceeding referred to in Sections 1741 or 1742 of the Business Corporation Law

or in defense of any claim, issue or matter therein, such person shall be

indemnified against expenses (including attorneys' fees and disbursements)

actually and reasonably incurred by such person in connection therewith.

 

            Section 7-9. Contract Rights, Amendment or Repeal. All rights under

this Article shall be deemed a contract between the corporation and the

indemnified representative pursuant to which the corporation and each

indemnified representative intend to be legally bound. Any repeal, amendment or

modification hereof shall be prospective only and shall not affect any rights or

obligations then existing.

 

            Section 7-10. Scope of Article. The rights granted by this Article

shall not be deemed exclusive of any other rights to which those seeking

indemnification, contribution or advancement of expenses may be entitled under

any statute, agreement, vote of shareholders or disinterested directors or

otherwise, both as to action in an indemnified capacity and as to action in any

other capacity. The indemnification, contribution and advancement of expenses

provided by or granted pursuant to this Article shall continue as to a person

who has ceased to be an indemnified representative in respect of matters arising

prior to such time, and shall inure to the benefit of the heirs, executors,

administrators and personal representatives of such a person.

 

            Section 7-11. Reliance on Provisions. -- Each person who shall act

as an indemnified representative of the corporation shall be deemed to be doing

so in reliance upon the rights of indemnification, contribution and advancement

of expenses provided by this Article.

 

            Section 7-12. Interpretation. -- The provisions of this Article are

intended to constitute bylaws authorized by 15 Pa.C.S.Section 1746 of the

Pennsylvania BCL.

 

            Section 7-13. Changes in Pennsylvania Law. References in this

Article VII to Pennsylvania law or to any provision thereof shall be to such law

as it existed on the date this Article VII was adopted or as such law thereafter

may be changed; provided that (a) in the case of any change which expands the

liability of Directors or limits the indemnification rights or the rights to

advancement of expenses which the Corporation may provide, the rights to limited

liability, to indemnification and to the advancement of expenses provided in

this Article shall continue as theretofore to the extent permitted by law; and

(b) if such change permits the Corporation without the requirement of any

further action by shareholders or Directors to limit further the liability of

Directors (or limit the liability of officers) or to provide broader

indemnification rights or rights to the advancement of expenses than the

Corporation was permitted to provide prior to such change, then liability

thereupon shall be so limited and the rights to indemnification and the

advancement of expenses shall be so broadened to the extent permitted by law.

 

 

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                          ARTICLE VIII - FISCAL YEAR

 

            Section 8-1. Determination of Fiscal Year. The Board of Directors

shall have the power by resolution to fix the fiscal year of the Corporation. If

the Board of Directors shall fail to do so, the President shall fix the fiscal

year.

 

 

                            ARTICLE IX - AMENDMENTS

 

            Section 9-1. Except as otherwise expressly provided in Section 7-3:

 

                  (a) Shareholders. These Bylaws may be amended or repealed, or

new bylaws may be adopted by vote of the shareholders at any duly organized

annual meeting or special meeting of shareholders. In the case of a meeting of

shareholders to amend or repeal these Bylaws, written notice shall be given to

each shareholder that the purpose, or one of the purposes, of the meeting is to

consider the adoption, amendment or repeal of the Bylaws.

 

                  (b) Board of Directors. The Board of Directors (but not a

committee thereof), by a vote of the majority of Directors then in office, shall

have the power to alter, amend, and repeal these Bylaws, regardless of whether

the shareholders have previously adopted the Bylaw being amended or repealed,

subject to the power of the shareholders to change such action, provided that

the Board of Directors shall not have the power to amend these Bylaws on any

subject that is expressly committed to the shareholders by the express terms

hereof by Section 1504 of the Pennsylvania BCL or otherwise.

 

                            ARTICLE X - MISCELLANEOUS

 

            Section 10-1. Checks. All checks, notes, bills of exchange or other

similar orders in writing shall be signed by such one or more officers or

employees of the Corporation as the Board of Directors may from time to time

designate.

 

            Section 10-2. Contracts.

 

                  (a) General Rule. Except as otherwise provided in the Business

Corporation Law in the case of transactions that require action by the

shareholders, the Board of Directors may authorize any officer or agent to enter

into any contract or to execute or deliver any instrument on behalf of the

Corporation, and such authority may be general or confined to specific

instances.

 

                  (b) Statutory Form of Execution of Instruments. Any note,

mortgage, evidence of indebtedness, contract or other document, or any

assignment or endorsement thereof,

 

 

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executed or entered into between the Corporation and any other person, when

signed by one or more officers or agents having actual or apparent authority to

sign it, or by the Chief Executive Officer, President, Senior Vice Presidents,

Chief Financial Officer, Vice Presidents, Secretary or assistant Secretary or

Treasurer or assistant Treasurer of the Corporation, shall be held to have been

properly executed for and in behalf of the Corporation, without prejudice to the

rights of the Corporation against any person who shall have executed the

instrument in excess of his or her actual authority.

 

            Section 10-3. Deposits. All funds of the Corporation shall be

deposited from time to time to the credit of the Corporation in such banks,

trust companies or other depositaries as the Board of Directors may approve or

designate, and all such funds shall be withdrawn only upon checks signed by such

one or more officers or employees of the Corporation as the Board of Directors

shall from time to time designate.

 

            Section 10-4.  Corporate Records.

 

                  (a) Required Records. The Corporation shall keep complete and

accurate books and records of account, minutes of the proceedings of the

incorporators, shareholders and directors and a share register giving the names

and addresses of all shareholders and the number and class of shares held by

each. The share register shall be kept at either the registered office of the

Corporation in the Commonwealth of Pennsylvania or at its principal place of

business wherever situated or at the office of its registrar or transfer agent.

Any books, minutes or other records may be in written form or any other form

capable of being converted into written form within a reasonable time.

 

                  (b) Right of Inspection. Every shareholder shall, upon written

verified demand stating the purpose thereof, have a right to examine, in person

or by agent or attorney, during the usual hours for business for any proper

purpose, the share register, books and records of account, and records of the

proceedings of the incorporators, shareholders and directors and to make copies

or extracts therefrom. A proper purpose shall mean a purpose reasonably related

to the interest of the person as a shareholder. In every instance where an

attorney or other agent is the person who seeks the right of inspection, the

demand shall be accompanied by a verified power of attorney or other writing

that authorizes the attorney or other agent to so act on behalf of the

shareholder. The demand shall be directed to the Corporation at its registered

office in the Commonwealth of Pennsylvania or at its principal place of business

wherever situated.

 

                  Section 10-5. Corporate Seal. The Corporation shall have a

corporate seal in the form of a circle containing the name of the Corporation,

the year of incorporation and such other details as may be approved by the Board

of Directors. The affixation of the corporate seal shall not be necessary to the

valid execution, assignment or endorsement by the Corporation of any instrument

or document.

 

 

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             ARTICLE XI - INTERPRETATION OF BYLAWS -- SEPARABILITY

 

            Section 11-1. Interpretation. All words, terms and provisions of

these Bylaws shall be interpreted and defined by and in accordance with the

Pennsylvania BCL.

 

            Section 11-2. Separability. The provisions of these Bylaws are

independent of and separable from each other, and no provision shall be affected

or rendered invalid or unenforceable by virtue of the fact that for any reason

any other or others of them may be invalid or unenforceable in whole or in part.

 

                   ARTICLE XII - DETERMINATIONS BY THE BOARD

 

            Section 12-1. Effect of Board Determinations. Any determination

involving interpretation or application of these Bylaws made in good faith by

the Board of Directors shall be final, binding and conclusive on all parties in

interest.

 

[As filed 10-14-2003]