BYLAWS
of
ROYAL BANCSHARES OF PENNSYLVANIA, INC.

 

 

ARTICLE 1.

CORPORATION OFFICE

 

 

 

Section 1.1

 

The Corporation shall have and continuously maintain in Pennsylvania a registered office which may, but need not, be the same as its place of business, at an address to be designated from time to time by the Board of Directors.

 

 

 

Section 1.2

 

The Corporation may also have offices at such other places as the Board of Directors from time to time may designate or the business of the Corporation may require.

 

ARTICLE 2.

SHAREHOLDERS MEETINGS

 

 

 

Section 2.1

 

All meetings of the shareholders shall be held at such time and place as may be fixed from time to time by the Board of Directors.

 

 

 

Section 2.2

 

The annual meeting of the shareholders shall be held on the third Wednesday in May of each year, or on such other day within forty-five (45) days before or after said date as the Board of Directors shall determine by resolution, when the shareholders shall elect members to the Board of Directors and transact such other business as may properly be brought before the meeting.

 

 

 

Section 2.3

 

Special meetings of the shareholders may be called at any time by the President or a majority of the Board of Directors or of its Executive Committee. At any time, upon written request of any person who has called a special meeting, it shall be the duty of the Secretary to fix the time of the meeting which, if the meeting is called pursuant to a statutory right, shall be held not more than sixty (60) days after the receipt of the request. If the Secretary neglects or refuses to fix the time of the meeting, the person or persons calling the meeting may do so.

 

 

 

Section 2.4

 

Written notice of all shareholder meetings (other than adjourned meetings of shareholders), shall state the place, date, hour and the general nature of the business to be transacted at such meeting.

 

 

(a)

 

Such notice shall be delivered personally, by courier service, charges prepaid, by first class, express or bulk mail, postage prepaid, facsimile transmission, e-mail or other electronic communication, addressed to the shareholder at his or her postal address, facsimile number, e-mail address or other electronic communication location as it appears on the transfer

 

 

 

books for shares of the Corporation or as supplied by such shareholder to the Corporation for the purpose of notice.

 

 

(b)

 

Notice of any meeting of shareholders shall be delivered not less than ten (10) days, or in the case of bulk mail not less than twenty (20) days, before the date of the meeting. If the notice is sent by mail or courier, such notice shall be deemed to be delivered when deposited in the United States mail or with a courier service for delivery to the shareholder. If the notice is sent by facsimile, e-mail or other electronic communication, such notice shall be deemed to be delivered when sent to the shareholder.

 

 

 

Section 2.5

 

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 of Directors fixes a new record date for the adjourned meeting.

 

 

 

Section 2.6

 

Matters to be placed on the agenda for consideration at annual meetings of Shareholders may be proposed by the Board of Directors or by any shareholder entitled to vote for the election of Directors. Matters proposed for the agenda by shareholders entitled to vote for the election of Directors shall be made in accordance with applicable rules of the Securities and Exchange Commission and the provisions of this Section 2.6. A proposal for action at an annual meeting must be a proper matter for shareholder action. (a) Matters proposed for the agenda by shareholders entitled to vote for the election of Directors shall be made by notifying the Secretary of the Corporation in writing at the times and in the manner specified in Section 10.1 of these Bylaws with respect to shareholder nominations of directors. (b) Each such notice from a shareholder shall set forth a brief description of the business desired to be brought before the annual meeting. The presiding officer of the meeting of shareholders may determine that a matter proposed for the agenda was not made in accordance with the foregoing procedure, and if he or she should so determine, he or she shall so declare to the meeting and the matter shall be disregarded.

 

 

 

Section 2.7

 

At every meeting of the shareholders, the Chairperson of the Corporation, if there be one, or, in the case of vacancy in office or absence of the Chairperson, one of the following officers present in the order stated shall act as the presiding officer of the meeting: the President, the Chief Operating Officer, the Vice Presidents in their order of rank and seniority; or a person chosen by vote of the shareholders present. 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 presiding officer of the meeting, shall act as secretary.

 

ARTICLE 3.

QUORUM OF SHAREHOLDERS

 

 

 

Section 3.1

 

The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter shall constitute a quorum for purposes of considering such matter, and unless otherwise provided by statute or by the Articles of Incorporation, the acts of such shareholders at a duly organized meeting shall be the acts of the shareholders. If, however, any meeting of shareholders cannot be organized because of a lack of quorum, those present, in person or by proxy, shall have the power, except as otherwise provided by statute, to adjourn the meeting to such time and place as they may determine, without notice other than an announcement at the meeting, until the requisite number of shareholders for a quorum shall be present, in person or by proxy, except that in the case of any meeting called for the election of directors such meeting may be adjourned only for periods not exceeding fifteen (15) days as the holders of shares representing a majority of the votes entitled to be cast, whether present in person or by proxy, shall direct, and those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors. At any adjourned meeting at which a quorum shall be present or so represented, any business may be transacted which might have been transacted at the original meeting if a quorum had been present. The shareholders present, in person or by proxy, at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

 

ARTICLE 4.

VOTING RIGHTS

 

 

 

Section 4.1

 

Except as may be otherwise provided by statute or by the Articles of Incorporation or in Section 4.2 below, at every meeting of shareholders, every shareholder entitled to vote thereat shall have the right to one (1) vote for each share of Class A Common Stock and ten (10) votes for each share of Class B Common Stock standing in his or her name on the transfer books for shares of the Corporation on the record date fixed for the meeting. No share shall be voted at any meeting if an installment is due and unpaid thereon.

 

 

 

Section 4.2

 

In all elections for directors, every shareholder entitled to vote shall have the right, in person or by proxy, to multiply the number of votes to which he or she is entitled by the number of directors to be elected, and a Shareholder may cast the whole number of such votes for one candidate or may distribute them among any two or more candidates. The candidates receiving the highest number of votes up to the number of directors to be chosen shall be elected.

 

ARTICLE 5.

PROXIES

 

 

 

Section 5.1

 

Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy. Every proxy shall be executed in writing by the shareholder or his or her duly authorized attorney in fact and filed with the Secretary of the Corporation. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the Secretary of the Corporation. An e-mail, Internet communication or other means of electronic 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:

 

 

(a)

 

may, at the discretion of the Secretary, be treated as properly executed or authenticated for purposes of this subsection; and

 

 

(b)

 

shall be so treated if it sets forth or utilizes 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.

 

 

No unrevoked proxy shall be valid after eleven (11) months from the date of its execution, unless a longer time is expressly provided therein, but in no event shall a proxy, unless coupled with an interest, be voted after three (3) years from the date of its execution. A proxy shall not be revoked by the death or incapacity of the maker, unless before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation.

 

ARTICLE 6.

RECORD DATE

 

 

 

Section 6.1

 

The Board of Directors may fix a time, not more than ninety (90) days prior to the date of any meeting of shareholders, or the date fixed for the payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares will be made or go into effect, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares. In such case, only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of, or to vote at, such meeting or to receive payment of such dividend or distribution or to receive such allotment of rights or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the transfer books for shares of the Corporation after any record date fixed as

 

 

aforesaid. The Board of Directors may close the transfer books for shares of the Corporation against transfers of shares during the whole or any part of such period, and in such case written or printed notice thereof shall be mailed or otherwise delivered in accordance with Section 2.4 at least twenty (20) days before closing thereof to each shareholder of record at the address appearing on the records of the Corporation or supplied by the shareholder to the Corporation for the purpose of notice. While the transfer books for shares of the Corporation are closed, no transfer of shares shall be made thereon. If no record date is fixed by the Board of Directors for the determination of shareholders entitled to receive notice of, and vote at, a meeting of shareholders, transferees of shares which are transferred on the books of the Corporation within twenty (20) days next preceding the date of such meeting shall not be entitled to notice of or to vote at such meeting.

 

ARTICLE 7.

VOTING LISTS

 

 

 

Section 7.1

 

The officer or agent having charge of the transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at any meeting of shareholders, arranged in alphabetical order, with the address of and the number of shares held by each. The list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholders during the whole time of the meeting for the purposes thereof except that, if the Corporation has 5,000 or more shareholders, in lieu of the making of the list the Corporation may make the information therein available at the meeting by any other means.

 

 

 

Section 7.2

 

Failure to comply with the requirements of Section 7.1 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(s) or transfer book(s), 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(s) or transfer book(s) or to vote at any meeting of shareholders.

 

ARTICLE 8.

JUDGES OF ELECTION

 

 

 

Section 8.1

 

In advance of any meeting of shareholders, the Board of Directors may appoint judge(s) of election, who need not be shareholders, to act at the meeting or any adjournment thereof. If judge(s) of election is/are not so appointed, the presiding officer of the meeting may, and on the request of any shareholders shall, appoint judge(s) of election at the meeting. The number of judges shall be one or three. A person who is a candidate for office to be filled at the meeting shall not act as a judge.

 

 

 

Section 8.2

 

In case any person appointed as a judge fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Board of Directors in advance of the convening of the meeting or at the meeting by the presiding officer thereof.

 

 

 

Section 8.3

 

The judge(s) of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, receive votes or ballots, hear and determine all challenges and questions in any manner arising in connection with the right to vote, count and tabulate all votes, determine the result and do such acts as may be proper to conduct the election or vote with fairness to all shareholders. The judge(s) of election shall perform his, her or their duties impartially, in good faith, to the best of his, her or their ability and as expeditiously as is practical. If there are three judges of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all.

 

 

 

Section 8.4

 

On request of the presiding officer of the meeting, or of any shareholder, the judge(s) of election shall make a report in writing of any challenge or question or matter determined by him, her or them, and execute a certificate of any fact found by him, her or them. Any report or certificate made by him, her or them shall be prima facie evidence of the facts stated therein.

 

ARTICLE 9.

CONSENT OF SHAREHOLDERS IN LIEU OF MEETING

 

 

 

Section 9.1

 

Any action required or permitted to be taken at a meeting of the shareholders, or of a class of shareholders, may be taken without a meeting, prior or subsequent to the action, if a consent or consents in writing setting forth the action so taken shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the Corporation.

 

 

 

Section 9.2

 

The consent or consents in writing required by this Article 9 may be given by proxy in accordance with Section 5.1 hereof.

 

ARTICLE 10.

DIRECTORS

 

 

 

Section 10.1

 

Any shareholder who intends to nominate or to cause to have nominated any candidate for election to the Board of Directors (other than any candidate proposed by the Corporation’s then existing Board of Directors) shall so notify the Secretary of the Corporation in writing, not later than:

 

 

(a)

 

90 days prior to the regular date fixed for the annual meeting of Shareholders pursuant to Section 2.2; or

 

(b)

 

If the annual meeting of Shareholders is to be held on a date other than the third Wednesday in May, the close of business on the tenth day following the first public disclosure of the date of such meeting. The first public disclosure of the date of any annual meeting of Shareholders shall be when public disclosure of such meeting date is first made in a filing by the Corporation with the Securities and Exchange Commission, in any notice given to The Nasdaq Stock Market or in a news release reported by any national news service; or

 

 

(c)

 

not later than seven (7) days after the date on which notice was given for any other meeting of shareholders called for the election of one or more directors.

 

 

Such notification shall contain the following information:

 

 

(a)

 

the name and address of each proposed nominee;

 

 

(b)

 

the age of each proposed nominee;

 

 

(c)

 

the principal occupation of each proposed nominee;

 

 

(d)

 

the number and class of shares of the Corporation owned by each proposed nominee;

 

 

(e)

 

the total number of votes that to the knowledge of the notifying shareholder will be cast for each proposed nominee;

 

 

(f)

 

the name and residence address of the notifying shareholder;

 

 

(g)

 

the number and class of shares of the Corporation owned by the notifying shareholder;

 

 

(h)

 

a representation that the shareholder is a beneficial owner of stock of the Corporation entitled to vote at such meeting and intends to be present at the meeting in person or by proxy to make such nomination;

 

 

(i)

 

a description of all arrangements or understandings between the shareholder and the nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by the shareholder;

 

 

(j)

 

such other information regarding the nominee as would be required to be included in proxy materials filed under applicable rules of the Securities and Exchange Commission had the nominee been nominated by the Board of Directors; and

 

 

(k)

 

The written consent of the nominee to serve as a Director if so elected.

 

 

 

Any nomination for director not made in accordance with this Section shall be disregarded by the presiding officer of the meeting, and votes cast for each such nominee shall be disregarded by the judges of election. In the event that the same person is nominated by more than one shareholder, if at least one nomination for such person complies with this Section, the nomination shall be honored and all votes cast for such nominee shall be counted.

 

 

 

Section 10.2

 

Each director of the corporation shall be a natural person of full age who need not be a resident of Pennsylvania. The number of directors that shall constitute the whole Board of Directors shall be not less than five (5) nor more than twenty-five (25). The Board of Directors shall be classified into three classes, as nearly equal in number of directors as practicable, each class to be elected for a term of three (3) years. The terms of the respective classes shall expire in successive years as provided in Section 10.3 hereof. Within the foregoing limits, the Board of Directors may from time to time fix the number of directors and their respective classifications.

 

 

 

Section 10.3

 

There shall be six Class I directors who shall serve from the date of adoption of these amended Bylaws until the annual meeting of the shareholders of the Corporation in 2009, six Class II directors to serve from the date of adoption of these amended Bylaws until the 2007 annual meeting, and five Class III directors to serve from the date of adoption of these amended Bylaws until the 2008 annual meeting. At each annual meeting of shareholders, successors to the class of directors whose term shall then expire shall be elected to hold office for a term of three (3) years, so that the term of office of one class of directors shall expire in each year.

 

 

 

Section 10.4

 

The Board of Directors may declare vacant the office of a director who has been judicially declared of unsound mind or who has been convicted of an offense punishable by imprisonment or for any other proper cause which these Bylaws may specify or if, within sixty (60) days after notice of his or her selection, the director does not accept the office either in writing or by attending a meeting of the Board of Directors and fulfill such other requirements of qualification as these Bylaws may specify.

 

 

 

Section 10.5

 

Upon application of any shareholder or director, the court may remove from office any director in case of fraudulent or dishonest acts, or gross abuse of authority or discretion with reference to the Corporation, or for any other proper cause, and may bar from office any director so removed for a period prescribed by the court. The Corporation shall be made a party to the action and, as a prerequisite to the maintenance of an action under this Section 10.5, a shareholder shall comply with Section 1782 of the Business Corporation Law of 1988 and any amendments or supplements thereto.

 

 

 

Section 10.6

 

An act of the Board of Directors done during the period when a director has been suspended or removed for cause shall not be impugned or invalidated if the

 

 

suspension or removal is thereafter rescinded by the shareholders or by the Board of Directors or by the final judgment of a court.

 

 

 

Section 10.7

 

The Board of Directors may appoint a person who previously held the position of director to be a director emeritus. A director emeritus may attend meetings of the Board of Directors upon invitation by the Chairperson of the Board or the President. A director emeritus may advise the Board of Directors on any proposed corporate action but shall not have voting rights. The compensation of a director emeritus shall be determined from time to time by resolution of the Board of Directors.

 

 

 

Section 10.8

 

A director of the Corporation shall no longer be eligible to serve as a director of the Corporation and shall therefore resign effective as of the last day of the calendar year in which the director attains age seventy-five (75); provided, however, that any director of the Corporation on December 17, 2008 who will attain age seventy-five (75) as of December 31, 2008 shall be eligible to continue to serve in such capacity and shall not be required to resign until December 31, 2009.

 

ARTICLE 11.

VACANCIES ON BOARD OF DIRECTORS

 

 

 

Section 11.1

 

Vacancies on the Board of Directors, including vacancies resulting from an increase in the number of directors, shall be filled by the decision of a majority of the remaining members of the Board of Directors, though less than a quorum, and each person so appointed shall be a director until the expiration of the term of office of the class of directors to which he or she was appointed.

 

ARTICLE 12.

POWERS OF BOARD OF DIRECTORS

 

 

 

Section 12.1

 

The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised and done by the shareholders.

 

 

 

Section 12.2

 

A director shall stand in a fiduciary relation to the Corporation and shall perform his or her duties as a director, including his or her duties as a member of any committee of the Board of Directors upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely in good faith on

 

 

information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:

 

 

(a)

 

one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented;

 

 

(b)

 

counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such persons; and

 

 

(c)

 

a committee of the Board of Directors upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

 

 

 

 

A director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.

 

 

 

Section 12.3

 

In discharging the duties of their respective positions, the Board of Directors, committees of the Board of Directors and individual directors may, in considering the best interests of the Corporation, consider the effects of any action upon employees, suppliers and customers of the Corporation and upon communities in which offices or other establishments of the Corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of Section 12.2.

 

 

 

Section 12.4

 

Absent a breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the Corporation.

 

 

 

Section 12.5

 

To the fullest extent permitted by the Directors’ Liability Act (42 Pa. C.S. ss.8361, et seq.), and the Pennsylvania Business Corporation Law of 1988, as amended, a director (including a member of any advisory board) shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless:

 

 

(a)

 

the director has breached or failed to perform the duties of his or her office under this Article 12, as set forth in the Directors’ Liability Act; and

 

(b)

 

the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

 

 

 

 

Section 12.6

 

The provisions of Section 12.5 shall not apply to:

 

 

(a)

 

the responsibility or liability of a director (including a member of any advisory board) pursuant to any criminal statute; or

 

(b)

 

the liability of a director (including a member of any advisory board) for the payment of any corporate taxes pursuant to local, state or federal law to the extent that local, state or federal law places specific personal liability on a director (including a member of any advisory board).

 

 

 

 

Section 12.7

 

A director of the Corporation who is present at a meeting of the Board of Directors, or of a committee of the Board of Directors, at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless he or she files his or her written dissent to the action with the Secretary of the Corporation 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 12.7 shall bar a director from asserting that minutes of any meeting incorrectly omitted his or her dissent if, promptly upon receipt of a copy of such minutes, he or she notifies the Secretary of the Corporation, in writing, of the asserted omission or inaccuracy.

 

ARTICLE 13.

COMMITTEES OF THE BOARD OF DIRECTORS

 

 

 

Section 13.1

 

The Board of Directors may, by resolution adopted by a majority of the directors in office, establish one or more committees to consist of one or more directors of the Corporation. Any committee, to the extent provided in the resolution of the Board of Directors or in these 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:

 

 

(a)

 

the submission to shareholders of any action requiring approval of shareholders under applicable law, the Articles of Incorporation or these Bylaws;

 

 

(b)

 

the creation or filling of vacancies in the Board of Directors;

 

 

(c)

 

the adoption, amendment or repeal of these Bylaws;

 

 

(d)

 

the amendment or repeal of any resolution of the Board of Directors that by its terms is amendable or repealable only by the Board of Directors and

 

 

(e)

 

action on matters committed by these Bylaws or resolution of the Board of Directors to another committee of the Board of Directors.

 

 

 

Section 13.2

 

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 purposes of any written action by the committee. In the absence or disqualification of a member of a committee, the member or members and alternate member or members thereof present at any

 

 

meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of the absent or disqualified member.

 

 

 

Section 13.3

 

Each committee of the Board of Directors shall serve at the pleasure of the Board of Directors. The term “Board of Directors,” when used in any provision of this Article 13 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 this Article 13 relating to 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 Article 13.

 

 

 

Section 13.4

 

There shall be an Audit Committee consisting entirely of such outside independent Directors as shall from time to time be appointed by the Board of Directors. The Audit Committee shall be responsible for, among other things, assisting the Board in monitoring (1) the integrity of the financial statements of the Corporation, (2) the independent auditor’s qualification and independence, (3) the performance of the Corporation’s internal audit function and independent auditors, and (4) the compliance by the Corporation with legal and regulatory.

 

 

 

Section 13.5

 

There shall be a Compensation Committee consisting entirely of such outside independent Directors as shall from time to time be appointed by the Board of Directors. The Compensation Committee shall be responsible for, among other things, reviewing and determining compensation for all officers and employees of the Corporation and for administering the Corporation’s stock-based compensation plans.

 

 

 

Section 13.6

 

There shall be a Nominating Committee consisting entirely of such outside independent Directors as shall from time to time be appointed by the Board of Directors. The Nominating Committee shall be responsible for, among other things, developing and recommending to the Board criteria for selecting qualified director candidates, identifying individuals qualified to become Board members, evaluating and selecting, or recommending to the Board, director nominees for each election of directors, considering committee member qualifications, appointment and removal, recommending codes of conduct and codes of ethics applicable to the Corporation and providing oversight in the evaluation of the Board of each committee.

 

ARTICLE 14.

MEETINGS OF THE BOARD OF DIRECTORS

 

 

 

Section 14.1

 

An organization meeting may be held immediately following the annual shareholders meeting without the necessity of notice to the directors to constitute a legally convened meeting, or the directors may meet at such time and place as

 

 

may be fixed by either a notice or waiver of notice or consent signed by all of such directors.

 

 

 

Section 14.2

 

Regular meetings of the Board of Directors shall be held monthly at a time and place determined by the Board of Directors at the preceding meeting.

 

 

 

Section 14.3

 

Special meetings of the Board of Directors may be called by the President on one day’s notice to each director, either personally or in the manner set forth under Article 31 hereof; special meetings shall be called by the Chairperson of the Board or the President in like manner and on like notice upon the written request of three directors.

 

 

 

Section 14.4

 

At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting in person at which a quorum is present in person shall be the acts of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws. If a quorum shall not be present in person at any meeting of the directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or as permitted herein.

 

ARTICLE 15.

INFORMAL ACTION BY THE BOARD OF DIRECTORS

 

 

 

Section 15.1

 

Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if, prior or subsequent to the action, a written consent or consents thereto signed by all of the directors in office are filed with the Secretary of the Corporation.

 

ARTICLE 16.

COMPENSATION OF DIRECTORS

 

 

 

Section 16.1

 

Directors, as such, may receive a stated salary for their services or a fixed sum and expenses for attendance at regular and special meetings, or any combination of the foregoing as may be determined from time to time by resolution of the Board of Directors, and nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

 

ARTICLE 17.

OFFICERS

 

 

 

Section 17.1

 

The officers of the Corporation shall be elected by the Board of Directors at its organization meeting and shall be a President, a Secretary and a Treasurer. At its

 

 

option, the Board of Directors may elect a Chairperson of the Board. The Board of Directors may also elect a Chief Operating Officer, one or more Vice Presidents and such other officers and appoint such agents as it shall deem necessary, who shall hold their offices for such terms, have such authority and perform such duties as may from time to time be prescribed by the Board of Directors. Any number of offices may be held by the same person.

 

 

 

Section 17.2

 

The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

 

 

 

Section 17.3

 

Each officer shall hold office for a term of one year and until his or her successor has been selected and qualified or until his or her earlier death, resignation or removal. 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. The Corporation may secure the fidelity of any or all of the officers by bond or otherwise.

 

 

 

Section 17.4

 

Any officer or agent of the Corporation may be removed by the Board of Directors 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 17.5

 

An officer shall perform his or her duties as an officer in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. A person who so performs his or her duties shall not be liable by reason of having been an officer of the Corporation.

 

ARTICLE 18.

THE CHAIRPERSON OF THE BOARD

 

 

 

Section 18.1

 

The Chairperson of the Board shall preside at all meetings of the shareholders and directors. The Chairperson shall supervise the carrying out of the policies adopted or approved by the Board of Directors. The Chairperson shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to the Chairperson by the Board of Directors.

 

ARTICLE 19.

THE PRESIDENT

 

 

 

Section 19.1

 

The President shall be the chief executive officer of the Corporation; shall have general and active management of the business of the Corporation; shall see that all orders and resolutions of the Board of Directors are put into effect, subject,

 

 

however, to the right of the Board of Directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President or to any other officer or officers of the Corporation. The President shall execute bonds, mortgages and other contracts requiring a seal under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing or execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. In the absence or incapacity of the Chairperson of the Board, the President shall have and exercise all powers conferred by these Bylaws or otherwise on the Chairperson of the Board.

 

ARTICLE 20.

THE CHIEF OPERATING OFFICER

 

 

 

Section 20.1

 

The Chief Operating Officer shall, in the absence or incapacity of the President, exercise all powers and perform all duties of the President. The Chief Operating Officer shall also have such other authority and perform such other duties as may be provided in these Bylaws or as shall be determined by the Board of Directors or the President.

 

ARTICLE 21.

THE VICE PRESIDENT

 

 

 

Section 21.1

 

The Vice President or, if more than one, the Vice Presidents in the order established by the Board of Directors shall, in the absence or incapacity of the President and/or the Chief Operating Officer, exercise all powers and perform the duties of the President and/or the Chief Operating Officer. The Vice Presidents, respectively, shall also have such other authority and perform such other duties as may be provided in these Bylaws or as shall be determined by the Board of Directors, the President or the Chief Operating Officer. Any Vice President may, in the discretion of the Board of Directors, be designated as “executive,” “senior,” or by departmental or functional classification.

 

ARTICLE 22.

THE SECRETARY

 

 

 

Section 22.1

 

The Secretary shall attend all meetings of the Board of Directors and of the shareholders and keep accurate records thereof in one or more minute books kept for that purpose and shall perform the duties customarily performed by the secretary of a corporation and such other duties as may be assigned to the Secretary by the Board of Directors or the President.

 

ARTICLE 23.

THE TREASURER

 

 

 

Section 23.1

 

The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall perform such other duties as may be assigned to the Treasurer by the Board of Directors or the President. The Treasurer shall give bond in such sum and with such surety as the Board of Directors may from time to time direct.

 

ARTICLE 24.

ASSISTANT OFFICERS

 

 

 

Section 24.1

 

Each assistant officer shall assist in the performance of the duties of the officer to whom he or she is assistant and shall perform such duties in the absence of the officer. The assistant officer shall perform such additional duties as the Board of Directors, the President or the officer to whom he or she is assistant may from time to time assign the assistant. Such assistant officers may be given such functional titles as the Board of Directors shall from time to time determine.

 

ARTICLE 25.

INDEMNIFICATION

 

 

 

Section 25.1

 

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director (including a member of any advisory board), officer, employee or agent of the Corporation, Royal Bank America, or any other direct or indirect subsidiary of the Corporation or Royal Bank America designated by the Board of Directors or is or was serving at the request of the Corporation as a director (including a member of any advisory board), officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, to the fullest extent authorized or permitted by the laws of the Commonwealth of Pennsylvania.

 

 

 

Section 25.2

 

Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director (including a member of any advisory board), officer, employee, or agent to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article 25 or otherwise.

 

 

 

Section 25.3

 

The indemnification and advancement of expenses provided by this Article 25 shall not be deemed exclusive of any other right to which persons seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to actions in his or her official capacity and as to their actions in another capacity while holding office, and shall continue as to a person who has ceased to be a director (including a member of any advisory board), officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

 

 

 

Section 25.4

 

The Corporation may purchase and maintain insurance on behalf of any person, may enter into contracts of indemnification with any person, and may create a fund of any nature (which may, but need not, be under the control of a trustee) for the benefit of any person and may otherwise secure in any manner its obligations with respect to indemnification and advancement of expenses, whether arising under this Article Eight or otherwise, whether or not the Corporation would have the power to indemnify such person against that liability under the provisions of this Article 25.

 

 

 

Section 25.5

 

The duties of the Corporation under this Article 25 shall be deemed a contract between the Corporation and the indemnified party pursuant to which the Corporation and each indemnified party intend to be legally bound. Notwithstanding anything herein contained to the contrary, this Article 25 may not be amended or repealed, and a provision inconsistent herewith may not be adopted, except by the affirmative vote of 66-2/3% of the members of the entire Board of Directors or by the affirmative vote of shareholders of the Corporation entitled to cast at least 80% of the votes which all shareholders of the Corporation are then entitled to cast, except that, if the Pennsylvania Business Corporation Law or Directors’ Liability Act is amended or any other statute is enacted so as to decrease the exposure of directors (including a member of any advisory board) to liability or increase the indemnification rights available to directors (including a member of any advisory board), officers or by others, then this Article 25 and any other provisions of these Bylaws inconsistent with such decreased exposure or increased indemnification rights shall be amended, automatically and without any further action on the part of the shareholders or directors, to reflect such reduced exposure or increased indemnification rights, unless such legislation expressly requires otherwise. Any repeal or modification of this Article 25 by the shareholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director (including a member of any advisory board) of the Corporation or any right to indemnification from the Corporation with respect to any action or failure to take any action occurring prior to the time of such repeal or modification.

 

 

 

Section 25.6

 

If, for any reason, any provision of this Article 25 shall be held invalid, such invalidity shall not affect any other provision not held so invalid, and each such other provision shall, to the full extent consistent with law, continue in full force and effect. If any provision of this Article 25 shall be held invalid in part, such

 

 

invalidity shall in no way affect the remainder of such provision, and the remainder of such provision, together with all other provisions of this Article 25 shall, to the full extent consistent with law, continue in full force and effect.

 

ARTICLE 26.

SHARE CERTIFICATES

 

 

 

Section 26.1

 

Certificates for shares of capital stock of the Corporation shall be numbered and registered in a share register as they are issued; shall bear the name of the registered holder, the number and class of shares represented thereby, the par value of each share or a statement that such shares are without par value, as the case may be; shall be signed by the President, the Chief Operating Officer or a Vice President and the Secretary or the Treasurer or any other person properly authorized by the Board of Directors, and shall bear the corporate seal, which seal may be a facsimile engraved or printed. Where the certificate is signed by a transfer agent or a registrar, the signature of any corporate officer on 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 by the Corporation with the same effect as if the officer had not ceased to be such at the date of its issue.

 

ARTICLE 27.

TRANSFER OF SHARES

 

 

 

Section 27.1

 

Upon surrender to the Corporation of a share certificate duly endorsed by the person named in the certificate or by attorney duly appointed in writing and accompanied where necessary by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto and the old certificate canceled and the transfer recorded upon the transfer books for shares of the Corporation. No transfer shall be made if it would be inconsistent with the provisions of Article 8 of the Pennsylvania Uniform Commercial Code and any amendment or supplements thereto.

 

ARTICLE 28.

LOST CERTIFICATES

 

 

 

Section 28.1

 

Where a shareholder of the Corporation alleges the loss, theft or destruction of one or more certificates for shares of capital stock of the Corporation and requests the issuance of a substitute certificate therefor, the Board of Directors may direct a new certificate of the same tenor and for the same number and class of shares to be issued to such person upon such person’s making of an affidavit in form satisfactory to the Board of Directors setting forth the facts in connection therewith, provided that prior to the receipt of such request the Corporation shall

 

 

not have either registered a transfer of such certificate or received notice that such certificate has been acquired by a bona fide purchaser. When authorizing such issue of a new certificate the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his or her heirs or legal representatives, as the case may be, to advertise the same in such manner as it shall require or give the Corporation a bond in such form and with such surety or sureties, and with fixed or open penalty, as shall be satisfactory to the Board of Directors, as indemnity for any liability or expense which the Corporation or the Board of Directors may incur by reason of the original certificate remaining outstanding.

 

 

 

Section 28.2

 

The Corporation may, if and whenever the Board of Directors so determines, designate one or more transfer agents by which the shares of the Corporation shall be transferable, and also designate one or more registrars by which the shares shall be registered; and no certificates for shares of the Corporation in respect of which a registrar shall have been designated shall be valid unless countersigned and registered by such registrar. The Board of Directors may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of share certificates.

 

ARTICLE 29.

FISCAL YEAR

 

 

 

Section 29.1

 

The fiscal year of the Corporation shall be the calendar year.

 

ARTICLE 30.

SEAL

 

 

 

Section 30.1

 

The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Pennsylvania.” Such seal may be used by causing it or a facsimile thereof to be impressed or affixed in any manner reproduced.

 

ARTICLE 31.

NOTICES AND WAIVERS THEREOF

 

 

 

Section 31.1

 

Whenever written notice is required to be given to any person under the provisions of the Pennsylvania Business Corporation Law of 1988, as amended, or by the Articles of Incorporation or these Bylaws, it may be given to the person either personally or by sending a copy thereof (1) by first class or express mail, postage prepaid, or (2) by courier service, charges prepaid, to the person’s postal address appearing on the books of the Corporation or, in the case of directors, supplied by the directors to the Corporation for the purpose of notice. Any such notice shall be deemed to have been given to the person entitled thereto when

 

 

deposited in the United States mail or with a courier service for delivery to that person. In addition to the foregoing, notice may also be given by facsimile transmission, e-mail or other electronic communication to such person’s facsimile number or address for e-mail or other electronic communications supplied by such person to the corporation for the purpose of notice. Any such notice shall be deemed to have been given to the person entitled thereto when sent. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by any other provision of the Pennsylvania Business Corporation Law of 1988, as amended, the Articles of Incorporation or these Bylaws.

 

 

 

Section 31.2

 

Whenever any written notice is required to be given under the provisions of applicable law, the Articles of Incorporation 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 these Bylaws, 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 specify the general nature of the business to be transacted.

 

 

 

Section 31.3

 

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 31.4

 

Whenever any notice or communication is required to be given to any person under the provisions of applicable law, the Articles of Incorporation, these Bylaws, the terms of any agreement or any 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 and there shall be no duty to apply for a license or other permission to do so. Any action or meeting that is taken or held without notice or communication to that person shall have the same validity as if the notice or communication had been duly given. If the action taken is such as to require the filing of any document with respect thereto under any provision of law or any agreement or other instrument, it shall be sufficient, if such is the fact and if notice or communication is required, to state therein that notice or communication was given to all persons entitled to receive notice or communication except persons with whom communication was unlawful.

 

 

 

Section 31.5

 

Section 31.4 shall also be applicable to any shareholder with whom the Corporation has been unable to communicate for more than twenty-four (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, Section 31.4 shall cease to be applicable to the shareholder under this Section 31.5.

Section 31.6

 

Any material delivered to a shareholder in a manner consistent with the delivery requirements contained in Regulation 14A or 14C under the Securities Exchange Act of 1934 shall be deemed to be delivered to the shareholder entitled to such delivery.

 

ARTICLE 32.

EMERGENCIES

 

 

 

Section 32.1

 

The Board of Directors may adopt emergency Bylaws, subject to repeal or change by action of the shareholders, which shall, notwithstanding any different provisions of law, of the Articles of Incorporation or of these Bylaws, be effective during any emergency resulting from an attack on the United States, a nuclear disaster or another catastrophe as a result of which a quorum of the Board of Directors cannot readily be assembled. The emergency Bylaws may make any provision that may be appropriate for the circumstances of the emergency including procedures for calling meetings of the Board of Directors, quorum requirements for meetings and procedures for designating additional or substitute directors.

 

 

 

Section 32.2

 

The Board of Directors, either before or during any emergency, may provide, and from time to time modify, lines of succession in the event that during the emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties and may, effective in the emergency, change the head offices or designate several alternative head offices or regional offices of the Corporation or authorize the officers to do so.

 

 

 

Section 32.3

 

A representative of the Corporation acting in accordance with any emergency Bylaws shall not be liable except for willful misconduct and shall not be liable for any action taken by him or her in good faith in an emergency in furtherance of the ordinary business affairs of the Corporation even though not authorized by the emergency or other Bylaws then in effect.

 

 

 

Section 32.4

 

To the extent not inconsistent with any emergency Bylaws so adopted, the Bylaws of the Corporation shall remain in effect during any emergency and, upon its termination, the emergency Bylaws shall cease to be effective.

 

 

 

Section 32.5

 

Unless otherwise provided in emergency Bylaws, notice of any meeting of the Board of Directors during any emergency shall be given only to those directors whom it is feasible to reach at the time and by such means as are feasible at the time, including publication, radio or television. To the extent required to constitute a quorum at any meeting of the Board of Directors during any emergency, the officers of the Corporation who are present shall, unless otherwise provided in emergency Bylaws, be deemed, in order of rank and within the same rank in order of seniority, directors for the meeting.

 

ARTICLE 33.

AMENDMENTS

 

 

 

Section 33.1

 

These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the total votes entitled to be cast by the holders of all the outstanding shares of Common Stock of the Corporation at any regular or special meeting duly convened after notice to the shareholders of that purpose, or by a majority vote of the members of the Board of Directors at any regular or special meeting thereof duly convened after notice to the directors of that purpose, subject always to the power of the shareholders to change such action of the Board of Directors by the affirmative vote of a majority of the total votes entitled to be cast by the holders of all the outstanding shares of Common Stock of the Corporation.

AMENDED EFFECTIVE DECEMBER 17, 2008