**EXHIBIT 3(ii)**

 

BYLAWS

OF

FULTON BANCSHARESCORPORATION

 

Article 1

 

CORPORATION OFFICE

 

Section 1.1 The Corporation shall have andcontinuously maintain in Pennsylvania a registered office which may, but neednot, be the same as its place of business and at an address to be designatedfrom time to time by the Board of Directors.

 

Section 1.2 The Corporation may also haveoffices at such other places as the Board of Directors may from time to timedesignate or the business of the Corporation may require.

 

Article 2

 

SHAREHOLDERS MEETINGS

 

Section 2.2. All meetings of the shareholdersshall be held at such time and place as may be fixed from time to time by theBoard of Directors.

 

Section 2.2. The annual meeting of theshareholders shall be held no later than the thirty-first day of May in eachyear, when they shall elect a Board of Directors and transact such otherbusiness as may properly be brought before the meeting.

 

Section 2.3. Special meetings of theshareholders may be called at any time by the President, amajority of the Board of Directors or of its Executive Committee or byshareholders entitled to cast at least twenty–five percent (25%) of the voteswhich all shareholders are entitled to cast at the particular meeting. If suchrequest is addressed to the Secretary,it shall be signed by the persons making the same and shall state the~ purposeor purposes of the proposed meeting. Upon receipt of any such request, theperson or persons making the request may issue the call,

 

Section 2.4. Written notice of all meetingsother than adjourned meetings of shareholders, stating the place, date andhour, and, in case of special meetings of shareholders, the purpose thereof,shall be served upon, or mailed, postage prepaid, or telegraphed, chargesprepaid, at least ten days before such meeting, unless a greater period ofnotice is required by statute or by these By-laws, to each shareholder

 

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entitledto Vote thereat at such address as appears on the transfer books of theCorporation.

 

Article 3

 

QUORUM OF SHAREHOLDERS

 

Section 3.2. The presence, in person or byproxy, of shareholders entitled to cast at least a majority of the votes whichall shareholders are entitled to cast on the particular matter shall constitutea quorum for purposes of considering such matter, and unless otherwise providedby statute the acts of such shareholders at a duly organized meeting shall bethe acts of the shareholders. If, however, any meeting of shareholders cannotbe organized because of lack of a quorum, those present, in person or by proxy,shall have the power, except as otherwise provided by statute, to adjourn themeeting to such time and place as they may determine, without notice other thanan announcement at the meeting, until the requisite number ofshareholders for a quorum shallbe present, in person or by proxy, except that in the case of any meetingcalled for the election of directors such meeting may be adjourned only forperiods not exceeding 2.5 days as the holders of a majority of the sharespresent, ,in person or by proxy, shall direct, and those who attend the secondof such adjourned meetings, although less than a quorum~ shall neverthelessconstitute a quorum for thepurpose of electing directors. At any adjourned meeting at which a quorum shallbe present or so represented, any business may be transacted which might havebeen transacted at the original meeting if a quorum had been present. Theshareholders present, in person or by proxy, at a duly organized meeting cancontinue to do business until adjournment, notwithstanding the withdrawal ofenough shareholders to leave less than a quorum.

 

Article 4

 

VOTING RIGHTS

 

Section 4.1. Except as may be otherwiseprovided by statute or by the Articles of Incorporation, at every shareholders,meeting, every shareholder entitled to Vote thereat shall have the right to onevote for every share having voting power standing in his name on the books ofthe Corporation on the record date fixed for the meeting.  No share shall be voted at any meeting if aninstallment is due and unpaid thereon.

 

Section 4.2. When a quorum is present at anymeeting the voice vote of the holders of a majority of the stock having votingpower, present, in person or by proxy, shall decide any question brought beforesuch meeting except as provided differently by statute or by the Articles ofIncorporation.

 

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Section 4.3. Upon demand made by a shareholderentitled to vote at any election for directors before the voting begins, theelection shall be by ballot.

 

Article 5

 

PROXIES

 

Section 5.1Every shareholder entitled to vote at a meeting of shareholders or toexpress consent or dissent to corporate action in writing without a meeting mayauthorize another person or persons to act for hi~ by proxy. Every proxy shallbe executed in writing by the shareholder or his duly authorized attorney infact and filed with the Secretary of the Corporation. A proxy, unless coupledwith an interest, shall be revocable at will, notwithstanding any otheragreement or any provision in the proxy to the contrary, but the revocation ofa proxy shall not be effective until notice thereof has been given to theSecretary of the Corporation. No unrevoked proxy shall be valid after 11 monthsfrom the date of its execution, unless a longer time is expressly providedtherein, but in no event shall a proxy, unless coupled with an interest, bevoted after three years from the date of its execution. A proxy shall not berevoked by the death or incapacity of the maker, unless before the vote iscounted or the authority is exercised, written notice ofsuch death or incapacity is given to the secretary of the Corporation.

 

Article 6

 

RECORD DATE

 

Section 6.1. The Board of Directors may fix atime, not more than 45 days prior to the date of any meeting of shareholders,or the date fixed for the payment of any dividend or distribution, or the datefor the allotment of rights, or the date when any change or conversion orexchange of shares will be made or go into effect, as a record date for thedetermination of the shareholders entitled to notice of, and to vote at, anysuch meeting, or entitled to receive payment of any such dividend ordistribution, or to receive any such allotment of rights, or to exercise therights in respect to any such change, conversion or exchange of shares. In suchcase, only such shareholders as shall be shareholders of record on the date sofixed shall be entitled to notice of, or to vote at, such meeting or to receivepayment of such dividend or to receive such allotment of rights or to exercisesuch rights, as the case may be, notwithstanding any transfer of any shares ofthe books of the Corporation after any record date fixed as aforesaid. TheBoard of Directors may close the books of the corporationagainst transfers of shares during the whole or any part of such period, and insuch case written or printed notice thereof shall be mailed at least ten daysbefore closing thereof to each shareholder of record at the address appearingon the records of the Corporation or supplied

 

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byhim to the Corporation for thepurpose of notice. While the stock transfer books of the Corporationare closed, no transfer of shares shall be made thereon. If no record date isfixed by the Board of Directors for the determination of shareholders entitledto receive notice of, and vote at, a shareholders meeting, transferees ofshares which are transferred on the books of the Corporation within ten daysnext preceding the date of such meeting shall not be entitled to notice of orto vote at such meeting.

 

Article 7

 

VOTING LISTS

 

Section 7.1 The officer or agent having chargeof the transfer books for shares of the Corporation shall make, atleast five days before each meeting of shareholders, a complete alphabeticallist of the shareholders entitled to vote at the meeting, with their addresses and the number of shares held by each,which list shall be kept on file at the registered office or principal place ofbusiness of the Corporation and shall be subject to inspection by anyshareholder during the entire meeting. The original transfer books for sharesof the Corporation, or a duplicate thereof kept in this Commonwealth, shall beprima facie evidence as to who are the shareholders entitled to exercise the rights of a shareholder.

 

Article 8

 

JUDGES OF ELECTION

 

Section 8.1. In advance of any meeting ofshareholders, the .Board of Directors may appoint judges of election, who neednot be shareholders, to act at such meeting or any adjournment thereof. Ifjudges of election are not so appointed, the Chairman of any such meeting may,and on the request of any shareholder or his proxy shall, make such appointmentat the meeting. The number of judges shall be one orthree. If appointed at a meeting on the request of one or more shareholders orproxies, the majority of sharespresent and entitled to vote shall determine whether one or three judges are tobe appointed. No person who is a candidate for office shall act as a judge. Thejudges of election shall do all such acts as may be proper to conduct theelection or vote, and such other duties as may be prescribed by statute, withfairness to all shareholders, and if requested by the Chairman of the meetingor any shareholder or his proxy, shall make a written report of any matterdetermined by them and execute a certificate of any fact found by them. Ifthere are three judges of election, the decision, act or certificate of a majority shall be the decision, act orcertificate of all.

 

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Article 9

 

CONSENT OF SHAREHOLDERS IN LIEU OF MEETING

 

Section 9.1. Any action required to be taken ata meeting of the shareholders, or of a class of shareholders, may be takenwithout a meeting, if a consent or consents in writing setting forth the actionso taken shall be signed by all of the shareholders who would be entitled tovote at a meeting for such purpose and shall be filed with the Secretary of theCorporation.

 

Article 10

 

DIRECTORS

 

Section 10.1. Any shareholder who intends tonominate or to cause to have nominated any candidate for election to the Boardof Directors (other than any candidate proposed by the corporation’s thenexisting Board of Directors) shall so notify the Secretary of the Corporationin writing not less than forty-five (45) days prior to the date of any meetingof shareholders called for the election of directors. Such notification shallcontain the following ‘information to the extent known by the notifyingshareholder.

 

(a)                                  the name andaddress of each proposed nominee;

 

(b)                                 the age of eachproposed nominee;

 

(c)                                  the principaloccupation of each proposed nominee;

 

(d)                                 the number ofshares of the Corporation owned by each proposed nominee;

 

(e)                                  the total number of shares that to theknowledge of the notifying shareholder will be voted for each proposed nominee;

 

(f)                                    the name andresidence address of the notifying shareholder; and

 

(g)                                 the number ofshares of the Corporation owned by the notifying shareholder.

 

Any nomination for director not made in accordancewith this Section shall be disregarded by the chairman of the meeting,and votes cast for each such nominee shall be disregarded by the judges ofelection. In the event that the same person is nominated by more than oneshareholder, if at least one nomination for such person complies with thisSection, the nomination shall be honored and all votes cast for such nomineeshall be counted.

 

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Section 10.2. The number of directors thatshall constitute the whole Board of Directors shall be not less than five normore than twenty-five. The Board of Directors shall be classified into threeclasses, each class to be elected for a term of three years. The terms ofthe respective classes shall expire in successive years as provided in Section 10.3hereof. Within the foregoing limits, the Board of Directors may from time totime fix the number of directors and their respective classifications. Thedirectors shall be natural persons of full age. No person who is seventy-five(75) years of age or older shall serve as a director, except Marlin C. Shimer,who may serve until he resigns or is otherwise replaced as provided by theseBylaws. All individual shall be owner in his own right of shares of the CommonStock of the Corporation that have a book value in the aggregate of not lessthan ten thousand dollars ($ 10, 000), in order to be eligible to be or tobecome a director of the Corporation.

 

Section 10.3. At the 1990annual meeting of shareholders of the Corporation, the shareholders shall electten directors as fol1ows~ three Class A directors to serve until the 1991 annual meeting ofshareholders, three Class B director to serve until the 1992 annual meeting ofshareholders, and four Class C directors to serve until the 1993 annual meeting ofshareholders. Each class shall be elected in a separate election. At eachannual meeting of shareholders thereafter, successors to the class of directorswhose term shall then expire shall be elected to hold office for a term ofthree years, so that the term ofoffice of one class of directors shall expire in each year.

 

Section 10.4. The Board of Directors maydeclare vacant the office of a director if he is declared of unsound mind by anorder of court or convicted of felony or for any other proper cause or if,within thirty days after notice of election, he does not accept such officeeither in writing or by attending a meeting of the Board of Directors.

 

Section 10.5.The Board of Directors may appoint a person who previously held the position ofdirector to be a director emeritus. A director emeritus may attend Board ofDirector meetings. A director emeritus may advise the Board of Directors on anyproposed corporate action but shall not have voting rights. The compensation ofa director emeritus shall be determined from time to time by resolution of theBoard of Directors.

 

Article 11

 

VACANCIES ON BOARD OF DIRECTORS

 

Article 11.1.Vacancies on the Board of Directors, including vacancies resulting from anincrease in the number of directors, shall be filled by a majority of theremaining members of the Board of Directors, though less than a quorum, andeach person so appointed shall be a director until the expiration of the termof office of the class of directors to which he was appointed.

 

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Article 12

 

POWERS OF BOARD OF DIRECTORS

 

Section 12.1. The business and affairs of theCorporation shall be managed by its Board of Directors, which may exercise allsuch powers of the Corporation and do all such lawful acts and things as arenot by statute or by the Articles of Incorporation or by these By-laws directedor required to be exercised and done by the shareholders.

 

Section 12.2. The Board of Directors shall havethe power and authority to appoint an Executive Committee and such othercommittees as may be deemed necessary by the Board of Directors for theefficient operation of the Corporation. The Executive Committee shall consistof the President and not less than two nor more than three other directors(which other directors shall not be employees of the Corporation or any of itssubsidiaries). The Executive Committee shall meet at such time as may be fixedby the Board of Directors, or upon call of .the Chairman of the Board or thePresident. A majority of members of the Executive Committee shall constitute aquorum. The Executive Committee shall have and exercise the authority of theBoard of Directors in the intervals between the meetings of the Board ofDirectors as far as may be permitted by law.

 

Article 13

 

MEETINGSOF THE BOARD OF DIRECTORS

 

Section 13.1. An organization meeting may beheld immediately following the annual shareholders meeting without thenecessity 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 anotice or waiver of notice or consent signed by all of such directors.

 

Section 13.2. Regular meetings of the Board ofDirectors shall be held not less often than semi–annually at a time and placedetermined by the Board of Directors at the preceding; meeting. One or moredirectors may participate in any meetingof the Board of Directors, or of any committee thereof, by means of aconference telephone or similar communications equipment by means of which allpersons participating in the meeting can hear one another.

 

Section 13.3. Special meetings of the Board ofDirectors may be called by the President on one day’s notice to each director,either personally or by mail, telegram or telephone; special meetings shall becalled by the Chairman of the Board or the President in like manner and on likenotice upon the written request of three directors.

 

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Section 13.4. At all meetings of the Board ofDirectors, a majority of the directors shall constitute a quorum for the transaction of business, and the acts of a majority of thedirectors present at a meeting in person or by conference telephone or similarcommunications equipment at which a quorum is present in person or by such communications equipment shall be theacts of the Board of Directors, except as may be otherwise specificallyprovided by statute or by the Articles of Incorporation or by these By-laws. Ifa quorum shall not be present in person or by communications equipment at anymeeting of the directors, the directors present may adjourn the meeting fromtime to time, without notice other than announcement at the meeting, until a quorum shall be present oras, permitted herein.

 

Article 14

 

INFORMAL ACTION BY TME BOARD OF DIRECTORS

 

Section 14.1. If all the directors shallseverally or collectively consent in writing, including but not limited to telegrams and radiograms, to any action to be taken by the Corporation, such action shall be as valid acorporation action as though it had been authorized at a meeting of the Boardof Directors.

 

Article 15

 

COMPENSATION OF DIRECTORS

 

Section 15.1 Directors, as such, may receive astated salary for their services or a fixed sum andexpenses for attendance at regular and special meetings, or any combination of the foregoing as may bedetermined from time to time byresolution of the Board of Directors, and nothing contained herein shall beconstrued to preclude any director from’ serving the Corporation in any othercapacity and receiving compensation therefore.

 

Article 16

 

OFFICERS

 

Section 16.1 The officers of the Corporationshall be elected by the Board of Directors at its organization meeting andshall be a President, a Secretary and a Treasurer. At its option, the Boardof Directors may elect a Chairman of the Board. The Board of Directors may alsoelect one or more Vice Chairmans and/or one or more Vice Presidents and suchother officers and appoint such agents as it shall deem necessary, who shallhold their offices for such terms, have such authority and performsuch duties as may from time to time be prescribed by the Board of Directors. Anytwo or more offices may be held by thesame person.

 

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Section 16.2. The compensation of all officersof the Corporation shall be fixed by the Board of Directors.

 

Section 16.3. The Board of Directors may removeany officer or agent elected or appointed, at any time and within the period,if any, for which such person *was*electedor employed whenever in the Board of Directors’ judgment it is in the bestinterests of the corporation, and all persons shall be elected and employedsubject to the provisions thereof. If the office of any officer becomes vacantfor any reason, the vacancy may be filled by the Board of Directors.

 

Article 17

 

THE CHAIRMAN OF THE BOARD

 

Section 17.1.The Chairman of the Board shall preside at all meetings of the shareholders anddirectors. He shall supervise the carrying out of the policies adopted orapproved by the Board of Directors. He shall also have and may exercise suchfurther powers and duties as from time to time may be conferred upon orassigned to him by the Board of Directors.

 

Article 18

 

THE PRESIDENT

 

Section 18.1.The President shall be the chief executive officer of the Corporation; shallhave general and active management of the business of theCorporation; shall see that all orders and resolutions of the Board ofDirectors are put into effect, subject, however, to the right of the Board of Directors to delegateany specific powers, except such as may be by the statute exclusively conferredon the President, to any other officer or officers of the Corporation. ThePresident shall execute bonds, mortgages and other contracts requiring a sealunder the seal of the Corporation, except where required or permitted by law tobe otherwise signed and executed and except where the signing and executionthereof shall be expressly delegated by the Board of Directors to some otherofficer or agent of the Corporation. In the absence or incapacity of theChairman and vice Chairman of the Board, the President shall preside at meetings of the shareholders and thedirectors. If there is no Chairman or Vice Chairman of the Board, the Presidentshall have and exercise all powers conferred by these By–laws or otherwise on theChairman of the Board.

 

Article 19

 

THE VICE PRESIDENT

 

Section 19.1. The VicePresident or, if more than one, the Vice Presidents in the order established bythe Board of Directors shall, in the absence or incapacity of the President,

 

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exercise all powers andperform the duties of the President. The Vice Presidents, respectively, shallalso have such other authority and perform such other duties as may be providedin these By-laws or as shall be determined by the Board of Directors or thePresident. Any Vice President may, in the discretion of the Beard ofDirectors, be designated as “executive”, “senior”, or by departmental orfunctional classification.

 

Article 20

 

THE SECRETARY

 

Section 20.1. TheSecretary shall attend all meetings of the Board of Directors and of theshareholders and keep accurate records thereof in one or more minute books keptfor that purpose and shall performthe duties customarily performed by thesecretary of a corporation and such other duties as may be assigned to him bythe Board of Directors or the President.

 

Article 21

 

THE TREASURER

 

Section 21.1. The Treasurer shall have thecustody of the corporate funds and securities: shall keep full and accurateaccounts of receipts and disbursements in books belonging to the Corporationand shall perform such other duties as may be assigned to him by the Board ofDirectors or the President. He shall give bond in such sum and with such suretyas the Board of Directors may from time to time direct.

 

Article 22

 

ASSISTANT OFFICERS

 

Section 22.1 Eachassistant officer shall assist in the performance of the duties of the officerto whom he is assistant and shall perform such duties in the absence of theofficer. He shall perform such additional duties as the Board of Directors, thePresident or the officer to whom he is assistant may from~ time to time assignhim. Such officers may be given such functional titles as the Board ofDirectors shall from time to time determine.

 

Article 23

 

INDEMNIFICATIONOF OFFICERS AND EMPLOYEES

 

Section 23.1 TheCorporation shall indemnify any officer and/or employee, or any former officerand/or employee, who was or is a party to, or is threatened to be made a partyto, or who is called to be a witness in connection with, any threatened,pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative (other than an action

 

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by or in the right of the Corporation) by reason ofthe fact that such person is or was an officer and/or employee of theCorporation, or is or was servingat the request of Corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or otherenterprise, against expenses (including attorneys’ fees), judgments, fines andamounts paid in settlement actually and reasonably incurred by him inconnection with such action, suit or proceeding if he acted in good faith andin a manner he reasonably believed to be in, or not opposed to, the bestinterests of the Corporation, and, with respect to any criminal action orproceeding, had no reasonable cause to believe his conduct was unlawful. Thetermination of any action, suit or proceeding by judgment, order, settlement,conviction or upon a plea of nolo contendere or its equivalent, shall not ofitself create a presumption that the person did not act in good faith and in amanner which he reasonably believed to be in, or not opposed to, the bestinterests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonablecause to believe that his conduct was unlawful.

 

Section 23.2.The Corporation shall indemnify any officer and/or employee, who was or is aparty to, or is threatened to be made a party to, or who is called as a witnessin connection with, any threatened, pending or completed action or suit by orin the right of the Corporation to procure a judgment in its favor by reason ofthe fact that such person is or was a director, officer, and/or employee oragent of another corporation, partnership, joint venture, trust or otherenterprise against amounts paid in settlement and expenses (including attorneys’fees) actually and reasonably incurred by him in connection with the defense orsettlement of, or serving as a witness in, such action or suit if he acted ingood faith and in a manner he reasonably believed to be in, or not opposed to,the best interests of the Corporation and except that no indemnification shallbe made in respect of any such claim, issue or matter as to which such personshall have been adjudged to be liable for misconduct in the performance of hisduty to the Corporation.

 

Section 23.3. Except as may be otherwiseordered by a; court, there shall be a presumption that any officer and/oremployee is entitled to indemnification as provided in Sections 23.1 and 23.2of this Article unless either a majority of the directors who are notinvolved in such proceedings (“disinterested directors”) or, if there are lessthan three disinterested directors, then the holders of one’-third of the outstandingshares of the Corporation determine that the person is not entitled to suchpresumption by certifying such determination in writing to the Secretary of theCorporation. In such event the disinterested director(s) or, in the event ofcertification by shareholders, the Secretary of the Corporation shall requestof independent counsel, who may be the outside general counsel of thecorporation, a written opinion as to whether or not the

 

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partiesinvolved are entitled to indemnification under Sections 23.1 and 23.2 of this Article.

 

Section 23.4. Expenses incurred by an officerand/or employee in defending a civil or criminal action, suit or proceeding maybe paid by the Corporation in advance of the final disposition of such action,suit or proceeding as authorized in the manner provided under Section 23.3of this Article upon receipt of an undertaking by or on behalf of theofficer and/or employee to repay such amount if it shall ultimately be determinedthat he is not entitled to be indemnified by the Corporation.

 

Section 23.5. The indemnification provided bythis Article shall not be deemed exclusive of any other rights to which aperson seeking indemnification may be entitled under any agreement, vote ofshareholders or disinterested directors, or otherwise, both as to action in hisofficial capacity while serving as an officer and/or employee and as to actionin another capacity while holding such office, and shall continue as to aperson who has ceased to be an officer and/or employee and shall inure to thebenefit of the heirs, executors and administrators of such a person.

 

Section 23.6. The Corporation may create a fundof any nature, which may: but need not be under the control of a trustee, orotherwise secure or insure in any manner its indemnification obligationsarising under this Article.

 

Section 23.7. The Corporation shall have thepower to purchase and maintain insurance on behalf of any person who is or wasan officer and/or employee of the Corporation, or is or was serving at therequest of the Corporation as an officer and/or employee of anothercorporation, partnership, joint venture, trust or other enterpriseagainst any liability asserted against him and incurred by him in any suchcapacity, or arising out of his status as such, whether or not the Corporationwould have the power to indemnify him against such liability under the provisions of this Article.

 

Section 23.8. Indemnification under this Article shallnot be made in any case where the act or failure to act giving rise to theclaim for indemnification is determined by a court to have constituted willfulmisconduct or recklessness.

 

Article 24

 

INDEMNIFICATION OF DIRECTORS

 

Section 24.1.A director of this Corporation shall stand in a fiduciary relation to theCorporation and shall perform his duties as a director, including his duties asa member of any committee of the board upon which he may serve, In good faith,in a manner he reasonably believes tobe in the best interests of

 

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thecorporation, and with such care, including reasonable inquiry,skill and diligence, as a person of ordinary prudence would use under similarcircumstances. In performing his duties, a director shall be entitled to relyin good faith on information, opinions, reports or statements, includingfinancial statements and other financial data, in each case prepared orpresented by any of the following:

 

(a)                                  One or moreofficers or employees of the Corporation whom the director reasonably believesto be reliable and competent in the matters presented.

 

(b)                                 Counsel, publicaccountants or other persons as to matters which the director reasonablybelieves to be within the professional or expert competence of such person.

 

(c)                                  A committee of theboard upon which he does not serve,duly designated in accordance with law,as to matters within its designated authority, which committee the directorreasonably believes to merit confidence.

 

A director shall not be considered to be acting ingood faith if he has knowledge concerning the matter in question that wouldcause his reliance to be unwarranted.

 

Section 24.2. In discharging the duties oftheir respective positions, the board of directors, committees of the board,and individual directors may, in considering the bestinterests of the Corporation, consider the effects of any action uponemployees, upon suppliers and customers of the Corporation and upon communitiesin which offices or other establishments of the Corporation are located, andall other pertinent factors. The consideration of those factors shall notconstitute a violation of Section 24.1.

 

Section 24.3. Absent a breach of fiduciaryduty, lack of good faith or self-dealing, actions taken as a director or anyfailure to take any action shall be presumed to be in the best interests of theCorporation.

 

Section 24.4. A director of this Corporationshall not be personally liable for monetary damages as such for any actiontaken or for any failure to take any action, unless:

 

(a)                                  the director hasbreached or failed to perform the duties of his office under the provisions ofSections 24.1 and 24.2, and

 

(b)                                 the breach orfailure to perform constitutes self-dealing, willful misconduct orrecklessness.

 

Section 24.5.The provisions of Section 24,4 shall not apply to:

 

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(a)                                  the responsibilityor liability of a director pursuant to a criminal statute, or

 

(b)                                 the liability of adirector for the payment of taxes pursuant to local, state or federal law.

 

Section 24.6The corporation shall indemnify any director, or any former director who was oris a party to, or is threatened to be made a party to, or who is called to be a witness in connection with, any threatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrativeor investigative (other than an action by or in the right of the Corporation)by reason of the fact that such person is or was a director of the Corporation,or is or was serving at the request of the Corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, againstexpenses (including attorneys’ fees), judgments, fines and amounts paid in settlementactually and reasonably incurred by him in connection with such action, suit orproceeding if he acted in good faith and in a manner he reasonably believed tobe in, or not opposed to, the best interests of the Corporation, and, withrespect to any criminal action or proceeding, had no reasonable cause tobelieve his conduct was unlawful. The termination of any action, suit orproceeding by judgment, order, settlement, conviction or upon a plea of nolocontendere or its equivalent, shall not of itself create a presumption that theperson did not act in good faith and in a manner which he reasonably believedto be in, or not opposed to, the best interests of the Corporation, and, withrespect to any criminal action or proceeding, had no reasonable cause tobelieve that his conduct was unlawful.

 

Section 24.7.The Corporation shall indemnify any director who was or is a party to, or isthreatened to be made a party to, or who is called as a witness in connectionwith, any threatened, pending or completed action or suit by or in the right ofthe Corporation to procure a judgment in its favor by reason of the fact thatsuch person is or was a director, officer and/or employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise againstamounts paid in settlement and expenses (including attorneys’ fees) actuallyand reasonably incurred by him in connection with the defenseor settlement of, or serving as a witness in, such action or suit if he actedin good faith and in a manner he reasonably believed to be in, or not opposedto, the best interests of the Corporation and except that no indemnificationshall be made in respect of any such claim, issue or matter as to which suchperson shall have been adjudged to be liable for misconduct in the performanceof his duty to the Corporation.

 

Section 24.8. Except asmay be otherwise ordered by a court, there shall be a presumption that anydirector is entitled to indemnification as provided in Sections 24.6 and 24.7of this Article unless either a majority of the directors who are not

 

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involvedin such proceedings (“disinterested directors”) or, if there are less thanthree disinterested directors, then the holders of one-third of the outstandingshares of the Corporation determine that the person is not entitled to suchpresumption by certifying such determination in writing to the Secretary of thecorporation. In such event the disinterested director(s) or, in the event ofcertification by shareholders, the Secretary of thecorporation shall request of independent Counsel, who may be the outsidegeneral counsel of the Corporation, a written opinion as to whether or not theparties involved are entitled to indemnification under Sections 24.6 and 24.7of this Article.

 

Section 24.9. Expenses incurred by a directorin defending a civil or criminal action, suit or proceeding may be paid by thecorporation in advance of the final disposition of such action, suit orproceeding as authorized in the manner provided under Section 24.8 of thisArticle upon receipt of an undertaking by or on behalf of the director,officer and/or employee to repay such amount if it shall ultimately bedetermined that he is not entitled to be indemnified by the Corporation asauthorized in this Article.

 

Section 24.10.The indemnification provided by this Article shall not be deemed exclusiveof any other rights to which a person seeking indemnification may be entitledunder any agreement, vote of shareholders or disinterested directors, orotherwise, both as to action in his official capacity while serving as adirector and as to action in another capacity while holding such office, andshall continue as to a person who has ceased to be a director and shall inureto the benefit of the heirs, executors and administrators of such a person.

 

Section 24.11. The Corporation may create afund of any nature, which may, but need not be, under the control of a trustee,or otherwise secure or insure in any manner its indemnification obligationsarising under thisArticle.

 

Section 24.12. The Corporation shall have the powerto purchase and maintain insurance on behalf of any person who is or was adirector or is or was serving at the request of the Corporation as a director, officer, employee oragent of another corporation, partnership, joint venture, trust or other enterprise against any liabilityasserted against him and incurred by him in any such capacity, or arising outof his status as such, whether or not the Corporation would have the power toindemnify him against such liability under the provisions of this Article.

 

Section 24.13. Indemnification under this Article shallnot be made in any case where the act or failure to act giving rise to theclaim for indemnification is determined by a court to have constituted willfulmisconduct or recklessness.

 

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Section 24.14.For purposes of subsections 24.6, 24.7, 24.8, 24.9, 24.10, 24.12, and 24.13,the term director shall include a director emeritus.

 

Article 25

 

SHARECERTIFICATES

 

Section 25.1The share certificates of theCorporation shall be numbered andregistered in a share register as they are issued; shall bear the name of the registered holder, the number andclass of shares represented thereby, the par value of each share or a statementthat such shares are without par value, as the case may be; shall be signed bythe President or a Vice President and the Secretary or the Treasurer or anyother person properly authorized by the Board of Directors, and shall bear thecorporate seal, which seal may be a facsimile engraved or printed. Where thecertificate is signed by a transfer agent or a registrar, the signature of anycorporate officer on such certificate may be a facsimile engraved or printed.In case any officer who has signed, or whose facsimile signature has beenplaced upon, any share certificate shall have ceased to be such officer becauseof death, resignation or otherwise before the certificate is issued, it may beissued by the Corporation with the same effect as if the officer had not ceased to be such at the dateof its issue.

 

Article 26

 

TRANSFER OF SHARES

 

Section 26.1. Upon surrender to the Corporationof a share certificate duly endorsed by the person named in the certificate orby attorney duly appointed in writing and accompanied where necessary by properevidence of succession, assignment or authority to transfer, a new certificateshall be issued to the person entitled thereto and the old certificatecancelled and the transfer recorded upon the share register of the Corporation.No transfer shall be made if it would be inconsistent with the provisions of Article 8of the Pennsylvania Uniform Commercial Code.

 

Article 27

 

LOSTCERTIFICATES

 

Section 27.1. Where ashareholder of the Corporation alleges the loss, theft or destruction of one ormore certificates for shares of the Corporation and requests the issuance of asubstitute certificate therefore, the Board of Directors may direct a newcertificate of the same tenor and for the same number of shares to be issued tosuch person upon such person’s making of an affidavit in form satisfactory tothe Board of Directors setting forth the facts in connection therewith,

 

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providedthat prior to the receipt of such request the Corporation shall not have eitherregistered a transfer of such certificate or received notice that suchcertificate has been acquired by a bona fide purchaser. When authorizing suchissue of a new certificate the Board of Directors may, in its discretion and asa condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his heirs orlegal representatives, as the case may be, to advertise the same in such manneras it shall require and/or give the Corporation a bond in such form and withsurety or sureties, with fixed or open penalty, as shall be satisfactory to theBoard of Directors, as indemnity forany liability or expense which it may incur by reason of the originalcertificate remaining outstanding.

 

Article 28

 

DIVIDENDS

 

Section 28.2. The Board of Directors may, fromtime to time, at any duly convened regular or special meeting or by unanimousconsent in writing, declare and pay dividends upon the outstanding shares ofcapital stock of the Corporation in cash, property or shares of theCorporation, as long as any dividend shall not be in violation of law of the Articles of Incorporation.

 

Section 28.2. Before payment of any dividend,there may be set aside out of any funds of the Corporation available fordividends such sum or sums as the Board of Directors from time to time, intheir absolute discretion, think proper as a reserve fund to meetcontingencies, or for equalizing dividends, or for repairing or maintaining anyproperty of the Corporation, or for such ether purposes as the Board ofDirectors shall believe to be for the best interests of the Corporation, andthe Board of Directors may reduce or abolish any such reserve in the manner inwhich it was created.

 

Article 29

 

FINANCIALREPORT TO SHAREHOLDERS

 

Section 29.1. The President and the Board ofDirectors shall present at each annual meeting of the shareholders a full andcomplete statement of the business and affairs of the corporation for thepreceding year.

 

Article 30

 

INSTRUMENTS

 

Section 30.1. All checks or demands for moneyand notes of the Corporation shall be signed by such officer or officers or

 

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suchother persons as the President or the Board of Directors may from time to timedesignate.

 

Section 30.2. All agreements, indentures,mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,discharges, releases, satisfactions, settlements, petitions, schedules,accounts, affidavits, bonds, undertakings, proxies and other instruments anddocuments may be signed, executed, acknowledged, verified, delivered oraccepted, including those in connection with the fiduciary powers of theCorporation, en behalf of the Corporation by the President or other persons asmay be designated by him.

 

Article 32.

 

FISCALYEAR

 

Section 31.1. The fiscal year of theCorporation shall be the calendar year.

 

Article 32

 

SEAL

 

Section 32.1. The corporate sea], shall haveinscribed thereon the name of the Corporation, the year of its organization andthe words “Corporate Seal, Pennsylvania”. Said seal may be used by causing itor a facsimile thereof to be impressed or affixed in any manner reproduced.

 

Article 33

 

NOTICES AND WAIVERS THEREOF

 

Section 33.1. Whenever, under the provisions ofapplicable law or of the Articles of Incorporation or of these By-laws, writtennotice is required to be given to any person, it may be given to such personeither personally or by sending a copy thereof through the mail or by telegram,charges prepaid, to his address appearing on the books of the Corporation orsupplied by, him to the Corporation for the purpose of notice. If the notice is sent by mail or telegraph, it shall be deemedto have been given to the person entitled thereto when deposited in the UnitedStates mail or with a telegraph office for transmission to such person. Suchnotice shall specify the place, day and hour of the meeting and, in the case ofa special meeting of shareholders, the general nature of the business to betransacted.

 

Section 33.2. Any written notice required to begiven to any person may be waived in writing signed by the person entitled tosuch notice whether before or after the time stated therein. Attendance of anyperson entitled to notice whether in person or

 

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byproxy, at any meeting ~ha1l constitute a waiver of notice of such meeting,except where any person attends a meeting for the express purpose of objectingto the transaction of any business because the meeting was not lawfully calledor convened. Where written notice is required of any meeting, the waiverthereof must specify the purpose only if it is for a special meeting ofshareholders.

 

Article 34

 

AMENDMENTS

 

Section 34.2. These By-laws may be altered,amended or repealed by the affirmative vote of the holders of seventy–fivepercent (75%) of the outstanding shares of Common Stock at anyregular or special meeting duly convened after notice to the shareholders of thatpurpose, or by a majority vote of themembers of the Board of Directors at any regular or special meeting thereofduly convened after notice to the directors of that purpose, subject always to thepower of the shareholders to changesuch action of the Board of Directors by the affirmative vote of the holders ofseventy-five percent (75%) of the outstanding shares of Common Stock.

 

BYLAW7

 

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