EXHIBIT 3.2

 

                                 NCO GROUP, INC.

 

                           Amended and Restated Bylaws

 

 

 

                  These Bylaws are supplemental to the Pennsylvania Business

                  Corporation Law as the same shall from time to time be in

                  effect.

 

 

ARTICLE I. SHAREHOLDERS.

 

         Section 101. Place of Shareholders' Meetings. All meetings of the

shareholders shall be held at such place or places, inside or outside the

Commonwealth of Pennsylvania, as determined by the Board of Directors from time

to time.

 

         Section 102. Annual Shareholders' Meeting. The annual meeting of the

shareholders for the election of directors and the transaction of such other

business as may properly come before such meeting shall be held at such time and

place as determined by the Board of Directors. Any business which is a proper

subject for shareholder action may be transacted at the annual meeting,

irrespective of whether the notice of said meeting contains any reference

thereto, except as otherwise provided by applicable law.

 

 

         Section 103.  Special Meetings of Shareholders.  Special

meetings of the shareholders may be called at any time by the Board

of Directors or the Chairman of the Board or the Chief Executive

Officer.

 

         Section 104. Conduct of Shareholders' Meetings. The Chairman of the

Board shall preside at all shareholders' meetings. In the absence of the

Chairman of the Board, the Chief Executive Officer shall preside or, in his or

her absence, any officer designated by the Board of Directors shall preside. The

officer presiding over the shareholders' meeting may establish such rules and

regulations for the conduct of the meeting as he or she may deem to be

reasonably necessary or desirable for the orderly and expeditious conduct of the

meeting. Unless the officer presiding over the shareholders' meeting otherwise

requires, shareholders need not vote by ballot on any questions.

 

ARTICLE II. DIRECTORS.

 

         Section 201.  Management by Board of Directors.  The business

and affairs of the Corporation shall be managed by its Board of

Directors.  The Board of Directors may exercise all such powers of

the Corporation and do all such lawful acts and things as are not

by statute, regulation, the Amended and Restated Articles of

 

 

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Incorporation or these Amended and Restated Bylaws directed or required to be

exercised or done by the shareholders.

 

         Section 202.  Nomination for Directors and Submission of

Proposals.

 

                  (a) Nominations for directors to be elected may be made at a

meeting of shareholders only by (i) the Board of Directors (or any committee

thereof), or (ii) a shareholder of the Corporation entitled to vote for the

election of directors at the meeting who complies with the procedure set forth

in Section 202(b) of these Bylaws. Business may be conducted at a meeting of the

shareholders of the Corporation only if such business (i) was specified in the

notice of meeting (or any supplement thereto) given by the Board of Directors,

(ii) is otherwise properly brought before the meeting by the Board of Directors,

or (iii) is otherwise properly brought before the meeting by a shareholder of

the Corporation in accordance with the procedure set forth in Section 202(b) of

these Bylaws. Notwithstanding the foregoing, at any time prior to the election

of directors at a meeting of shareholders, the Board of Directors may designate

a substitute nominee to replace any bona fide nominee who was nominated as set

forth above and who, for any reason, becomes unavailable for election as a

director.

 

                  (b) Beginning with the annual meeting of the shareholders to

be held in 1997, nominations by shareholders for directors to be elected, or

proposals by shareholders to be considered, at a meeting of shareholders and

which have not been previously approved by the Board of Directors must be

submitted to the Secretary of the Corporation in writing, either by personal

delivery, nationally-recognized express mail or United States mail, postage

prepaid, not later than (i) with respect to an election to be held, or a

proposal to be considered, at an annual meeting of shareholders, the latest date

upon which shareholder proposals must be submitted to the Corporation for

inclusion in the Corporation's proxy statement relating to such meeting pursuant

to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or other

applicable rules or regulations under the federal securities laws or, if no such

rules apply, at least ninety (90) days prior to the date one year from the date

of the immediately preceding annual meeting of shareholders, and (ii) with

respect to an election to be held, or a proposal to be considered, at a special

meeting of shareholders, the close of business on the tenth day following the

date on which notice of such meeting is first given to shareholders. Each such

nomination or proposal shall set forth: (i) the name and address of the

shareholder making the nomination or proposal and the person or persons

nominated, or the subject matter of the proposal submitted; (ii) a

representation that the shareholder is a holder of record of capital stock of

the Corporation

 

 

 

 

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entitled to vote at such meeting and intends to appear in person or by proxy at

the meeting to vote for the person or persons nominated, or the proposal

submitted; (iii) a description of all arrangements and understandings between

the shareholder and each nominee and any other person or persons (naming such

person or persons) pursuant to which the nomination was made, or the proposal

was submitted, by the shareholder; (iv) such other information regarding each

nominee proposed by such shareholder as would be required to be included in a

proxy statement filed pursuant to the proxy rules of the Securities and Exchange

Commission had the nominee been nominated by the Board of Directors; and (v) the

consent of each nominee to serve as a director of the Corporation if so elected.

All late nominations and proposals shall be rejected.

 

         Section 203. Number and Classification of Directors. The Board of

Directors shall consist of not less than three (3) and not more than seven (7)

directors. Effective upon completion of the Corporation's initial public

offering of securities under the federal Securities Act of 1933, as amended, the

directors shall be divided into three (3) classes, as nearly equal in number as

possible, known as Class I, consisting of not more than two (2) directors; Class

II, consisting of not more than two (2) directors; and Class III, consisting of

not more than three (3) directors. The initial directors of Class I shall serve

until the annual meeting of shareholders to be held in 1997. At the 1997 annual

meeting of the shareholders, the directors of Class I shall be elected for a

term of three (3) years and, after expiration of such term, shall thereafter be

elected every three (3) years for three (3) year terms. The initial directors of

Class II shall serve until the annual meeting of the shareholders to be held in

1998. At the 1998 annual meeting of the shareholders, the directors of Class II

shall be elected for a term of three (3) years and, after the expiration of such

term, shall thereafter be elected every three (3) years for three (3) year

terms. The initial directors of Class III shall serve until the annual meeting

of shareholders to be held in 1999. At the 1999 annual meeting of the

shareholders, the directors of Class III shall be elected for a term of three

(3) years and, after the expiration of such term, shall thereafter be elected

every three (3) years for three (3) year terms. The number of directors to be

elected, subject to the foregoing limits, shall be determined from time to time

by the Board of Directors. Each director shall serve until his or her successor

shall have been elected and shall qualify, even though his or her term of office

as herein provided has otherwise expired, except in the event of his or her

earlier resignation, removal or disqualification.

 

         Section 204.  Vacancies in the Board of Directors.  Subject to

the rights of the holders of any series of the Corporation's

 

 

 

 

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Preferred Stock then outstanding, vacancies in the Board of Directors, including

vacancies resulting from an increase in the number of directors, shall be filled

by the affirmative vote of at least a majority of the remaining members of the

Board, even though less than a quorum, and each person so elected shall be a

director until his successor is elected by the shareholders. Any director

elected to fill a vacancy in the Board of Directors shall become a member of the

same class of directors in which the vacancy existed; but if the vacancy is due

to an increase in the number of directors, a majority of the members of the

Board of Directors shall designate such directorship as belonging to Class I,

Class II or Class III so as to maintain the three (3) classes of directors as

nearly equal in number as possible. Each director so elected shall hold office

for the unexpired term of the class to which he has been elected, and thereafter

until his or her successor shall have been duly elected and qualified, except in

the event of his or her earlier resignation, removal or disqualification.

 

         Section 205.  Resignations of Directors.  Any director may

resign at any time.  Such resignation shall be in writing, but the

acceptance thereof shall not be necessary to make it effective.

 

         Section 206. Compensation of Directors. No director shall be entitled

to any salary as such, but the Board of Directors may fix, from time to time, a

reasonable annual fee for acting as a director and a reasonable fee to be paid

each director for his or her services in attending meetings of the Board or

committees thereof.

 

         Section 207. Regular Meetings. Regular meetings of the Board of

Directors shall be held on such day, at such hour, and at such place, consistent

with applicable law, as the Board shall from time to time designate or as may be

designated in any notice from the Secretary calling the meeting. The Board of

Directors shall meet for reorganization at the first regular meeting following

the annual meeting of shareholders at which the directors are elected. Notice

need not be given of regular meetings of the Board of Directors which are held

at the time and place designated by the Board of Directors. If a regular meeting

is not to be held at the time and place designated by the Board of Directors,

notice of such meeting, which need not specify the business to be transacted

thereat and which may be either oral or written, shall be given by the Secretary

to each member of the Board at least twenty-four hours before the time of the

meeting.

 

         Section 208. Special Meetings. Special meetings of the Board of

Directors may be called by the Chairman of the Board or the Chief Executive

Officer and shall be called whenever a majority of the members of the Board so

request in writing. A special meeting of the Board of Directors shall be deemed

to be any meeting other

 

 

 

 

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than the regular meeting of the Board of Directors. Notice of the time and place

of every special meeting, which need not specify the business to be transacted

thereat and which may be either oral or written, shall be given by the Secretary

to each member of the Board at least twenty-four hours before the time of such

meeting.

 

         Section 209. Reports and Records. The reports of officers and

committees and the records of the proceedings of all committees shall be filed

with the Secretary of the Corporation and presented to the Board of Directors,

if practicable, at its next regular meeting. The Board of Directors shall keep

complete records of its proceedings in a minute book kept for that purpose. When

a director shall request it, the vote of each director upon a particular

question shall be recorded in the minutes.

 

         Section 210. Committees. The following committees of the Board of

Directors may be established by the Board of Directors in addition to any other

committee the Board of Directors may in its discretion establish: (a) Executive

Committee; (b) Audit Committee; and (c) Compensation Committee.

 

         Section 211. Executive Committee. The Executive Committee shall consist

of at least two (2) directors. Meetings of the Committee may be called at any

time by the Chairman of the Executive Committee and shall be called whenever two

or more members of the Committee so request in writing. The Executive Committee

shall have and exercise the authority of the Board of Directors in the

management of the business of the Corporation between the dates of regular

meetings of the Board.

 

         Section 212. Audit Committee. The Audit Committee shall consist of at

least two (2) directors, a majority of which shall be independent. Meetings of

the Audit Committee may be called at any time by the Chairman of the Audit

Committee and shall be called whenever two or more members of the Committee so

request in writing. The Audit Committee shall have the following authority,

powers and responsibilities:

 

                  (a) To recommend each year to the Board the independent

accountants to audit the annual financial statements of the Corporation and its

consolidated subsidiaries and to review the fees charged for such audits or for

special engagements given to such accountants;

 

                  (b) To meet with the independent accountants, Chief Executive

Officer, Chief Financial Officer and any other Corporation executives as the

Audit Committee deems appropriate at such times as the Audit Committee shall

determine to review: (i) the scope of the audit plan; (ii) the Corporation's

financial state-

 

 

 

 

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ments; (iii) the results of external and internal audits; (iv) the effectiveness

of the Corporation's system of internal controls; (v) any limitations imposed by

Corporation personnel on the independent public accountants; and (vi) such other

matters as the Audit Committee shall deem appropriate;

 

                  (c) To report to the entire Board at such time as the Audit

Committee shall determine; and

 

                  (d) To take such other action as the Audit Committee shall

deem necessary or appropriate to assure that the interests of the Company are

adequately protected.

 

         Section 213. Compensation Committee. The Compensation Committee shall

consist of at least two (2) directors. Meetings of the Committee may be called

at any time by the Chairman of the Committee and shall be called whenever two or

more members of the Committee so request in writing. The Committee shall review

compensation of executive officers and make recommendations to the Board of

Directors regarding executive compensation and shall have such other duties as

the Board of Directors prescribes.

 

         Section 214. Appointment of Committee Members. The Board of Directors

shall appoint or shall establish a method of appointing the members of the

Executive, Audit and Compensation Committees and of any other committee

established by the Board of Directors, and the Chairman of each such committee,

to serve until the next annual meeting of shareholders.

 

         Section 215. Organization and Proceedings. Each committee of the Board

of Directors shall effect its own organization by the appointment of a Secretary

and such other officers, except the Chairman, as it may deem necessary. The

Secretary of the Executive Committee shall be the Secretary of the Corporation,

but the Secretary of the Audit and Compensation Committees and of any other

committee need not be the Secretary of the Corporation. A record of the

proceedings of all committees shall be kept by the Secretary of such committee

and filed and presented as provided in Section 209 of these Bylaws.

 

         Section 216. Committees. In the absence or disqualification of any

member of any committee established by the Board of Directors, the members

thereof who are present at any meeting of such committee and are not

disqualified from voting, whether or not they constitute a quorum, may

unanimously appoint another director to act at such meeting in the place of such

absent or disqualified member.

 

 

 

 

 

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         Section 217. Absentee Participation in Meetings. A director may

participate in a meeting of the Board of Directors or a meeting of a committee

established by the Board of Directors by use of a conference telephone or

similar communications equipment, by means of which all persons participating in

the meeting can hear each other.

 

ARTICLE III. OFFICERS.

 

         Section 301. Officers. The officers of the Corporation shall be a

Chairman of the Board, a Chief Executive Officer, a President, one or more Vice

Presidents, a Secretary, a Treasurer, and such other officers and assistant

officers as the Board of Directors may from time to time deem advisable. Except

for the Chairman of the Board, Chief Executive Officer, President, Secretary and

Treasurer, the Board may refrain from filling any of the said offices at any

time and from time to time. The same individual may hold any two or more

offices. The following officers shall be elected by the Board of Directors at

the time, in the manner and for such terms as the Board of Directors from time

to time shall determine: Chairman of the Board, Chief Executive Officer,

President, Secretary, and Treasurer. The Chairman of the Board may appoint such

other officers and assistant officers as he may deem advisable provided such

officers or assistant officers have a title no higher than Vice President, who

shall hold office for such periods as the Chairman of the Board shall determine.

Any officer may be removed at any time, with or without cause, and regardless of

the term for which such officer was elected.

 

         Section 302. Chairman of the Board. The Chairman of the Board shall be

a member of the Board of Directors and shall preside at the meetings of the

Board and perform such other duties as may be prescribed by the Board of

Directors.

 

         Section 303. Chief Executive Officer. The Chief Executive Officer shall

have general supervision of all of the departments and business of the

Corporation; he or she shall prescribe the duties of the other officers and

employees and see to the proper performance thereof. The Chief Executive Officer

shall be responsible for having all orders and resolutions of the Board of

Directors carried into effect. The Chief Executive Officer shall execute on

behalf of the Corporation and may affix or cause to be affixed a seal to all

authorized documents and instruments requiring such execution, except to the

extent that signing and execution thereof shall have been delegated to some

other officer or agent of the Corporation by the Board of Directors or by the

Chief Executive Officer. The Chief Executive Officer shall be a member of the

Board of Directors. In the absence or disability of the Chairman of the Board or

his or her refusal to act, the Chief

 

 

 

 

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Executive Officer shall preside at meetings of the Board. In general, the Chief

Executive Officer shall perform all the duties and exercise all the powers and

authorities incident to his or her office or as prescribed by the Board of

Directors.

 

         Section 304. President. The President shall perform such duties as are

incident to his or her office or prescribed by the Board of Directors or the

Chief Executive Officer. In the event of the absence or disability of the Chief

Executive Officer or his or her refusal to act, the President shall perform the

duties and have the powers and authorities of the Chief Executive Officer. The

President shall execute on behalf of the Corporation and may affix or cause to

be affixed a seal to all authorized documents and instruments requiring such

execution, except to the extent that signing and execution thereof shall have

been delegated to some other officer or agent of the Corporation by the Board of

Directors or the President.

 

         Section 305. Vice Presidents. The Vice Presidents shall perform such

duties, do such acts and be subject to such supervision as may be prescribed by

the Board of Directors, the Chief Executive Officer or the President. In the

event of the absence or disability of the Chief Executive Officer and the

President or their refusal to act, the Vice Presidents, in the order of their

rank, and within the same rank in the order of their seniority, shall perform

the duties and have the powers and authorities of the Chief Executive Officer

and President, except to the extent inconsistent with applicable law.

 

         Section 306. Secretary. The Secretary shall act under the supervision

of the Chief Executive Officer and President or such other officer as the Chief

Executive Officer or President may designate. Unless a designation to the

contrary is made at a meeting, the Secretary shall attend all meetings of the

Board of Directors and all meetings of the shareholders and record all of the

proceedings of such meetings in a book to be kept for that purpose, and shall

perform like duties for the standing committees when required by these Bylaws or

otherwise. The Secretary shall keep a seal of the Corporation, and, when

authorized by the Board of Directors, Chief Executive Officer or the President,

cause the seal to be affixed to any documents and instruments requiring it. The

Secretary shall perform such other duties as may be prescribed by the Board of

Directors, Chief Executive Officer, President or such other supervising officer

as the Chief Executive Officer or President may designate.

 

         Section 307.  Treasurer.  The Treasurer shall act under the

supervision of the Chief Executive Officer and President or such

other officer as the Chief Executive Officer or President may

 

 

 

 

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designate. The Treasurer shall have custody of the Corporation's funds and such

other duties as may be prescribed by the Board of Directors, Chief Executive

Officer, President or such other supervising officer as the Chief Executive

Officer or President may

designate.

 

         Section 308. Assistant Officers. Unless otherwise provided by the Board

of Directors, each assistant officer shall perform such duties as shall be

prescribed by the Board of Directors, Chief Executive Officer, President or the

officer to whom he or she is an assistant. In the event of the absence or

disability of an officer or his or her refusal to act, his or her assistant

officers shall, in the order of their rank, and within the same rank in the

order of their seniority, have the powers and authorities of such officer.

 

         Section 309. Compensation. Unless otherwise provided by the Board of

Directors or the Compensation Committee, the salaries and compensation of all

officers and assistant officers, except the Chairman of the Board, Chief

Executive Officer and President, shall be fixed by or in the manner designated

by the Chief Executive Officer.

 

         Section 310. General Powers. The officers are authorized to do and

perform such corporate acts as are necessary in the carrying on of the business

of the Corporation, subject always to the directions of the Board of Directors.

 

ARTICLE IV. PERSONAL LIABILITY AND INDEMNIFICATION.

 

         Section 401. Personal Liability of Directors.

 

                  (a) A director of this Corporation shall not be personally

liable, as such, for monetary damages 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 office under Chapter 17, Subchapter B of the Pennsylvania

Business Corporation Law of 1988 (which, as amended from time to time, is

hereafter called the Business Corporation Law); and

 

                           (ii) the breach or failure to perform constitutes

self-dealing, willful misconduct or recklessness.

 

                  (b) This Section 401 shall not apply to a director's liability

for monetary damages to the extent prohibited by Section 1713(b) of the Business

Corporation Law.

 

 

 

 

 

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         Section 402. Mandatory Indemnification. The Corporation shall, to the

fullest extent permitted by applicable law, indemnify its directors and officers

who were or are a party or are threatened to be made a party to any threatened,

pending or completed action, suit or proceeding, whether civil, criminal,

administrative or investigative (whether or not such action, suit or proceeding

arises or arose by or in the right of the Corporation or other entity) by reason

of the fact that such director or officer is or was a director or officer of the

Corporation or is or was serving at the request of the Corporation as a

director, officer, employee, general partner, agent or fiduciary of another

corporation, partnership, joint venture, trust or other enterprise (including

service with respect to employee benefit plans), against expenses (including,

but not limited to, reasonable attorneys' and investigation fees and costs),

judgments, fines (including excise taxes assessed on a person with respect to

any employee benefit plan) and amounts paid in settlement actually and

reasonably incurred by such director or officer in connection with such action,

suit or proceeding, except as otherwise provided in Section 404 hereof. Persons

who were directors or officers of the Corporation prior to the date this Section

is approved by members of the Corporation, but who do not hold such office on or

after such date, shall not be covered by this Section 402. A director or officer

of the Corporation entitled to indemnification under this Section 402 is

hereafter called a "person covered by Section 402 hereof".

 

         Section 403. Expenses. Expenses incurred by a person covered by Section

402 hereof in defending a threatened, pending or completed 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 such person to repay such amount if it shall

ultimately be determined that such person is not entitled to be indemnified by

the Corporation, except as otherwise provided in Section 404.

 

         Section 404. Exceptions. No indemnification under Section 402 or

advancement or reimbursement of expenses under Section 403 shall be provided to

a person covered by Section 402 hereof: (a) with respect to expenses or the

payment of profits arising from the purchase or sale of securities of the

Corporation in violation of Section 16(b) of the Securities Exchange Act of

1934, as amended; (b) if a final unappealable judgment or award establishes that

such director or officer engaged in intentional misconduct or a transaction from

which the director or officer derived an improper personal benefit; (c) for

expenses or liabilities of any type whatsoever (including, but not limited to,

judgments, fines, and amounts paid in settlement) which have been paid directly

to, or for the benefit of, such person by an

 

 

 

 

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insurance carrier under a policy of officers' and directors' liability insurance

whose premiums are paid for by the Corporation or by an individual or entity

other than such director or officer; and (d) for amounts paid in settlement of

any threatened, pending or completed action, suit or proceeding without the

written consent of the Corporation, which written consent shall not be

unreasonably withheld. The Board of Directors of the Corporation is hereby

authorized, at any time by resolution, to add to the above list of exceptions

from the right of indemnification under Section 402 or advancement or

reimbursement of expenses under Section 403, but any such additional exception

shall not apply with respect to any event, act or omission which occurred prior

to the date that the Board of Directors in fact adopts such resolution. Any such

additional exception may, at any time after its adoption, be amended,

supplemented, waived or terminated by further resolution of the Board of

Directors of the Corporation.

 

         Section 405. Continuation of Rights. The indemnification and

advancement or reimbursement of expenses provided by, or granted pursuant to,

this Article IV shall continue as to a person who has ceased to be a member,

director or officer of the Corporation, and shall inure to the benefit of the

heirs, executors and administrators of such person.

 

         Section 406. General Provisions.

 

                  (a) The term "to the fullest extent permitted by applicable

law", as used in this Article IV shall mean the maximum extent permitted by

public policy, common law or statute. Any person covered by Section 402 hereof

may, to the fullest extent permitted by applicable law, elect to have the right

to indemnification or to advancement or reimbursement of expenses, interpreted,

at such person's option; (i) on the basis of the applicable law on the date this

Section was approved by the shareholders; or (ii) on the basis of the applicable

law in effect at the time of the occurrence of the event, act or omission giving

rise to the action, suit or proceeding, or (iii) on the basis of the applicable

law in effect at the time indemnification is sought.

 

 

                  (b) The right of a person covered by Section 402 hereof to be

indemnified or to receive an advancement or reimbursement of expenses pursuant

to Section 403 (i) may be enforced as a contract right pursuant to which the

person entitled thereto may bring suit as if the provisions hereof were set

forth in a separate written contract between the Corporation and such person;

(ii) to the fullest extent permitted by applicable law, is intended to be

retroactive and shall be available with respect to events, acts or omissions

occurring prior to the adoption hereof; and (iii) shall

 

 

 

 

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continue to exist after the rescission or restrictive modification (as

determined by such person) of any provision of this Article IV with respect to

events, acts and omissions occurring before such rescission or restrictive

modification is adopted.

 

                  (c) If a request for indemnification or for the advancement or

reimbursement of expenses pursuant hereto is not paid in full by the Corporation

within thirty (30) days after a written claim has been received by the

Corporation together with all supporting information reasonably requested by the

Corporation, the claimant may at any time thereafter bring suit against the

Corporation to recover the unpaid amount of the claim (plus interest at the

prime rate announced from time to time by the Corporation's primary lending

bank) and, if successful in whole or in part, the claimant shall be entitled

also to be paid the expenses (including, but not limited to, attorneys' and

investigation fees and costs) of prosecuting such claim. Neither the failure of

the Corporation (including its Board of Directors or independent legal counsel)

to have made a determination prior to the commencement of such action that

indemnification of or the advancement or reimbursement of expenses to the

claimant is proper in the circumstances, nor an actual determination by the

Corporation (including its Board of Directors or independent legal counsel) that

the claimant is not entitled to indemnification or to the reimbursement or

advancement of expenses, shall be a defense to the action or create a

presumption that the claimant is not so entitled.

 

                  (d) The indemnification and advancement or reimbursement of

expenses provided by, or granted pursuant to, this Article IV shall not be

deemed exclusive of any other rights to which those seeking indemnification or

advancement or reimbursement of expenses may be entitled under any bylaw,

agreement, vote of shareholders or disinterested directors or otherwise.

 

                  (e) Nothing contained in this Article IV shall be construed to

limit the rights and powers the Corporation possesses under Chapter 17,

Subchapter D of the Business Corporation Law, or otherwise, including, but not

limited to, the powers to purchase and maintain insurance, create funds to

secure or insure its indemnification obligations, and any other rights or powers

the Corporation may otherwise have under applicable law.

 

                  (f) The provisions of this Article IV may, at any time (and

whether before or after there is any basis for a claim for indemnification or

for the advancement or reimbursement of expenses pursuant hereto), be amended,

supplemented, waived, or

 

 

 

 

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terminated, in whole or in part, with respect to any person covered by Section

402 hereof by a written agreement signed by the Corporation and such person.

 

                  (g) The Corporation shall have the right to appoint the

attorney for a person covered by Section 402 hereof, provided such appointment

is not unreasonable under the circumstances.

 

         Section 407. Optional Indemnification. The Corporation may, to the

fullest extent permitted by applicable law, indemnify, and advance or reimburse

expenses for, persons in all situations other than that covered by Section 402.

 

ARTICLE V. SHARES OF CAPITAL STOCK.

 

         Section 501. Authority to Sign Share Certificate. Every share

certificate of the Corporation shall be signed by the Chairman, Chief Executive

Officer or the President and by the Secretary or one of the Assistant

Secretaries. If the certificate is signed by a transfer agent or registrar, the

signature of any officer of the Corporation on the certificate may be facsimile,

engraved or printed.

 

         Section 502. Lost or Destroyed Certificates. Any person claiming a

share certificate to be lost, destroyed or wrongfully taken shall receive a

replacement certificate if such shareholder: (a) requests such replacement

certificate before the Corporation has notice that the shares have been acquired

by a bona fide purchaser; (b) files with the Corporation an indemnity bond

deemed sufficient by the Board of Directors; and (c) satisfies any other

reasonable requirements fixed by the Board of Directors.

 

ARTICLE VI. GENERAL.

 

         Section 601.  Fiscal Year.  The fiscal year of the Corporation

shall be determined by the Board of Directors.

 

         Section 602. Record Date. The Board of Directors may fix any time prior

to the date of any meeting of shareholders as a record date for the

determination of 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

ninety (90) days prior to the date of the meeting of shareholders. The Board of

Directors may fix any time whatsoever (whether or not the same is more than

ninety (90) days) prior to the date 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 will go into effect,

as a record date for the determination

 

 

 

 

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of the shareholders 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.

 

         Section 603. Emergency Bylaws. In the event of any emergency resulting

from an attack on the United States, a nuclear disaster or another catastrophe

as a result of which a quorum cannot be readily assembled and during the

continuance of such emergency, the following Bylaw provisions shall be in

effect, notwithstanding any other provisions of these Bylaws.

 

                  (a) A meeting of the Board of Directors or of any committee

thereof may be called by any officer or director upon one hour's notice to all

persons entitled to notice whom, in the sole judgment of the notifier, it is

feasible to notify;

 

                  (b) The director or directors in attendance at the meeting of

the Board of Directors or of any committee thereof shall constitute a quorum;

and

 

                  (c) These Bylaws may be amended or repealed, in whole or in

part, by a majority vote of the directors attending any meeting of the Board of

Directors, provided such amendment or repeal shall only be effective for the

duration of such emergency.

 

         Section 604. Severability. If any provision of these Bylaws is illegal

or unenforceable as such, such illegality or unenforceability shall not affect

any other provision of these Bylaws and such other provisions shall continue in

full force and effect.

 

ARTICLE VII. AMENDMENTS.

 

         Section 701. Amendment or Repeal by the Board of Directors. Except as

provided by applicable law, these Bylaws may be amended or repealed, in whole or

in part, by a majority vote of the incumbent directors (as defined herein) on

the Board of Directors. The term "incumbent director", as used herein, shall

mean any director of the Corporation on the date hereof and any other director

whose election or appointment by the Board of Directors of the Corporation, or

whose nomination for election by the shareholders of the Corporation, was

approved by a vote of at least a majority of the directors then in office who

either were directors on the date hereof or whose election or appointment or

nomination for election was previously so approved.

 

         Section 702. Amendment or Repeal by Shareholders. These Bylaws may be

amended or repealed, in whole or in part, by

 

 

 

 

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shareholders as follows: (i) in the case of an amendment or repeal which has

previously received the approval of at least a majority of the incumbent

directors (as defined herein) on the Board of Directors, by a majority of the

votes cast by shareholders at any duly convened annual or special meeting of the

shareholders; and (ii) in the case of an amendment or repeal which has not

previously received the approval of at least a majority of the incumbent

directors of the Board of Directors, by the affirmative vote of the shareholders

entitled to cast at least sixty-five percent (65%) of the votes entitled to be

cast by all shareholders at any duly convened annual or special meeting of the

shareholders. This Section 702 may be amended or repealed, in whole or in part,

only by the affirmative vote of the shareholders entitled to cast at least

sixty-five percent (65%) of the votes entitled to be cast by all shareholders at

any duly convened annual or special meeting of the shareholders. The term

"incumbent director", as used herein, shall mean any director of the Corporation

on the date hereof and any other director whose election or appointment by the

Board of Directors of the Corporation, or whose nomination for election by the

shareholders of the Corporation, was approved by a vote of at least a majority

of the directors then in office who either were directors on the date hereof or

whose election or appointment or nomination for election was previously so

approved.

 

         Section 703. Recording Amendments. The text of all amendments to these

Bylaws shall be attached hereto, and a notation of the date of its adoption and

a notation of whether it was adopted by the directors or the shareholders shall

be made in Section 802 hereof.

 

 

ARTICLE VIII. ADOPTION OF BYLAWS AND RECORD OF AMENDMENTS THERETO.

 

         Section 801. Adoption and Effective Date. These Bylaws have been

adopted and approved by the Board of Directors of the Corporation on September

27, 1996 and by the shareholders of the Corporation on September 27, 1996. These

Bylaws shall be effective as of September 27, 1996.

 

         Section 802.  Amendments to Bylaws.

 

Section Amended                    Date Amended                Adopted By

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