**Exhibit 3.2**

 

**TOWER BANCORP, INC.**

 

**Amended and Restated**

 

**BYLAWS**

 

**As of**

**July 19, 2000**

 

**Article 1**

 

**CORPORATION OFFICE**

 

Section 1.1                                      The Corporationshall have and continuously maintain in Pennsylvania a registered office whichmay, but need not, be the same as its place of business and at an address to bedesignated from time to time by the Board of Directors.

 

Section 1.2                                      The Corporationmay also have offices at such other places as the Board of  Directors may from time to time designate orthe business of the Corporation may require.

 

**Article 2**

 

**SHAREHOLDER MEETINGS**

 

Section 2.1                                      Allmeetings of the shareholders shall be held at such time and place as may befixed from time to time by the Board of Directors.

 

Section 2.2                                      Theannual meeting of the shareholders shall be held on the first Wednesday in April ineach year if not a legal holiday, and if a legal holiday, then on the next fullbusiness day, when they shall elect a Board of Directors and transact suchother business as may properly be brought before the meeting.

 

Section 2.3                                      Specialmeetings of the shareholders may be called at any time by the Chairman of theBoard, the President, the Executive Vice President, if any, a majority of theBoard of Directors or of its Executive Committee or by shareholders entitled tocast at least one-fourth of the votes which all shareholders are entitled tocast at the particular meeting.  If suchrequest is addressed to the Secretary, it shall be signed by the persons makingthe same and shall state the purpose or purposes of the proposed meeting.  Upon receipt of any such request, the personor persons making the request may issue the call.

 

Section 2.4                                      Writtennotice of all meetings other than adjourned meetings of shareholders,

 

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stating the place, data and hour, and, in case of special meetings ofshareholders, the purpose thereof, shall be served upon, or mailed, postageprepaid, or telegraphed, charges prepaid, at least ten days before suchmeeting, unless a greater period of notice is required by statute or by theseBy-laws, to each shareholder entitled to vote thereat at such address asappears on the transfer books of the Company.

 

**Article 3**

 

**QUORUM OF SHAREHOLDERS**

 

Section 3.1                                      Thepresence, in person or by proxy, of shareholders entitled to cast at least aleast a majority of the votes which all shares are entitled to cast on theparticular matter shall constitute a quorum for purposes of considering suchmatter, and unless otherwise provided by statute the acts of such shareholdersat a duly organized meeting shall be the acts of the shareholders.  If, however, any meeting of shareholderscannot be organized because of lack of a quorum, those present, in person or byproxy, shall have the power, except as otherwise provided by statute, toadjourn the meeting to such time and place as they may determine, withoutnotice other than an announcement at the meeting, until the requisite number ofshareholders for a quorum shall be present, in person or by proxy, except thatin the case of any meeting called for the election of directors such meetingmay be adjourned only for periods not exceeding 15 days as the holders of amajority of the shares present, in person or by proxy, shall direct, and thosewho attend the second of such adjourned meetings, although less than a quorum,shall nevertheless constitute a quorum for the purpose of electingdirectors.  At any adjourned meeting atwhich a quorum shall be present or so represented, any business may betransacted which might have been transacted at the original meeting if a quorumhad been present.  The shareholders inpresent or by proxy, at a duly organized meeting can continue to do businessuntil adjournment, not withstanding the withdrawal of enough shareholders toleave less than a quorum.

 

**Article 4**

 

**VOTING RIGHTS**

 

Section 4.1                                      Exceptas may be otherwise provided by statute or by the Articles of Incorporation, atevery shareholders meeting, every shareholder entitled to vote thereat shallhave the right to one vote for every share having voting power standing in hisname on the books of the Corporation on the record date fixed for themeeting.  No share shall be voted at anymeeting if any installment is due and unpaid thereon.

 

Section 4.2                                      Whena quorum is present at any meeting the voice vote of the holders of a majorityof the stock having voting power, present, in person or by proxy, shall decideany question brought before such meeting except as provided differently bystatute or by the Articles of Incorporation.

 

Section 4.3                                      Upondemand made by a shareholder entitled to vote at any election for directorsbefore the voting begins, the election shall be by ballot.

 

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**Article 5**

 

**PROXIES**

 

Section 5.1                                      Everyshareholder entitled to vote at a meeting of shareholders or to express consentor dissent to corporate action in writing without a meeting may authorizeanother person or persons to act for him by proxy.  Every proxy shall be executed in writing bythe shareholder or his duly authorized attorney in fact and filed with theSecretary of the Corporation.  A proxy,unless coupled with an interest, shall be revocable at will, notwithstandingany other agreement or any provision in the proxy to the contrary, but therevocation of a proxy shall not be effective until notice thereof has beengiven to the Secretary of the Corporation. No unrevoked proxy shall be valid after 11 months from the date of itsexecution, unless a longer time is expressly provided therein, but in no eventshall a proxy, unless coupled with an interest, be voted after three years fromthe date of execution.  A proxy shall notbe revoked by the death or incapacity of the maker, unless before the vote iscounted or the authority is exercised, written notice of such death orincapacity is given to the Secretary of the Corporation.

 

**Article 6**

 

**RECORD DATE**

 

Section 6.1                                      TheBoard of Directors may fix a time, not more than 45 days prior to the date ofany meeting of shareholders, or the date fixed for the payment of any dividendor distribution, or the date for the allotment of rights, or the date when anychange or conversion or exchange of shares will be made or go into effect, as arecord 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 suchdividend or distribution, or to receive any such allotment of rights, or toexercise the rights in respect to any such change, conversion or exchange ofshares.  In such case, only suchshareholders as shall be shareholders of record on the date so fixed shall beentitled to notice of, or to vote at, such meeting or to receive payment ofsuch dividend or to receive such allotment of rights or to exercise suchrights, as the case may be, not withstanding any transfer of any shares of thebooks of the Corporation after any record date fixed as aforesaid, The Board ofDirectors may close the books of the Corporation against transfers of sharesduring the whole or any part of such period, and in such case written orprinted notice thereof shall be mailed at least ten days before closing thereofto each shareholder of record at the address appearing on the records of theCorporation or supplied by  him to theCorporation for the purpose of notice. While the stock transfer books of the Corporation are closed, notransfer of shares shall be made thereon. If no record date is fixed by the Board of Directors for thedetermination of shareholders entitled to receive notice of, and vote at, ashareholders meeting, transferees of shares which are transferred on the booksof the Corporation within ten days next preceding the date of such meetingshall not be entitled to notice of or to vote at such meeting.

 

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**Article 7**

 

**VOTING LISTS**

 

Section 7.1                                      Theofficer or agent having charge of the transfer books for shares of the Corporationshall****make, at least five daysbefore each meeting of shareholders, a complete alphabetical list if theshareholders entitled to vote at the meeting, with their addresses and thenumber of shares held by each, which list shall be kept on file at theregistered office or principal place of business of the Corporation and shallbe subject to inspection by any shareholder during the entire meeting.  The original transfer books for shares of theCorporation, or a duplicate thereof  keptin this Commonwealth, shall be prima facie****evidenceas to who are the shareholders entitled to exercise the rights of a shareholder**.**

 

**Article 8**

 

**JUDGES OF ELECTION**

 

Section 8.1                                      Inadvance of any meeting of shareholders, the Board of Directors may appointjudges of election, who need not be shareholders, to act at such meeting or anyadjournment thereof.  If judges ofelection are not so appointed, the Chairman of any such meeting may, and on therequest of any shareholder or his proxy shall, make such appointment at themeeting.  The number of judges shall beone or three. If appointed at a meeting on the request of one or moreshareholders or proxies, the majority of shares present and entitled to voteshall determine whether one or three judges are to be appointed.  No person who is a candidate for office shallact as a judge.  The judges of electionshall do all such acts as may be proper to conduct the election or vote, andsuch other duties as may be prescribed by statute, with fairness to allshareholders, and of requested by the Chairman of the meeting or anyshareholder or his proxy, shall make a written report of any matter determinedby them and execute a certificate of any fact found by them.  If there are three judges of election, thedecision, act or certificate of a majority shall be the decision, act orcertificate of all.

 

**Article 9**

 

**CONSENT OF SHAREHOLDERS IN LIEU OF MEETING**

 

Section 9.1                                      Anyaction required to be taken at a meeting of the shareholders, or of a class shareholders,may be taken without a meeting, if a consent or consents in writing settingforth the action so taken shall be signed by all of the shareholders who wouldbe entitled to vote at a meeting for such purpose and shall be filed with theSecretary of the Corporation.

 

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**Article 10**

 

**DIRECTORS**

 

Section 10.1                                Anyshareholder who intends to nominate or to cause to have nominated any candidatefor election to the Board of Directors (other than any candidate proposed bythe Corporation’s then existing Board of Directors) shall so notify theSecretary of the Corporation in writing not less than 45 days prior to the dateof any meeting of shareholders called for the election of directors.  Such notification shall contain the followinginformation to the extent known by the notifying shareholder:

 

(a)                                  thename and address of each proposed nominee;

(b)                                 theage of each proposed nominee;

(c)                                  theprincipal occupation of each proposed nominee;

(d)                                 thenumber of shares of the Corporation owned by each proposed nominee;

(e)                                  thetotal number of shares that to the knowledge of the notifying shareholder willbe voted for each proposed nominee;

(f)                                    thename and residence address of the notifying shareholder; and

(g)                                 thenumber of shares of the Corporation owned by the notifying shareholder.

 

Any nomination for director not made in accordance with this Section shallbe disregarded by the chairman of the meeting, and votes cast for each suchnominee shall be disregarded by the judges of election.  In the event that the same person isnominated by more than one shareholder, if at least one nomination for suchperson complies with this Section, the nomination shall be honored and allvotes cast for such nominee shall be counted.

 

Section 10.2                                Thenumber of directors that shall constitute the whole Board of Directors shall benot less than five nor more than twenty-five. The Board of Directors shall be classified onto three classes, eachclass to be elected for a term of three years. The terms of the respective classes shall expire in successive years asprovided in Section 10.3 hereof. Within the foregoing limits, the Board of Directors may from time totime fix the number of directors and their respective classifications.  The Directors shall be natural persons offull age and need not be residents of Pennsylvania or shareholders of the Corporation.  No person who is 75 years of age or older(except for the ten interim directors of the Corporation) shall be elected adirector.

 

Section 10.3                                Atthe 1984 annual meeting of shareholders of the Corporation, the shareholdersshall elect ten directors as follows: four Class A directors to serveuntil the 1985 annual meeting of shareholders, three Class B directors toserve until the 1986 annual meeting of shareholders, and three Class Cdirectors to serve until the 1987 annual meeting of shareholders.  Each class shall be elected in a separateelection.  At each annual meeting ofshareholders thereafter, successors to the class of directors whose term shallthen expire shall be elected to hold office for a tern of three years, so thatthe term of office of one class of directors shall expire in each year.

 

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Section 10.4                                TheBoard of Directors may declare vacant the office of a director if he is declaredof unsound mind by an order of court or convicted of felony or for any otherproper cause or if, within thirty days after notice of election, he does notaccept such office either in writing or by attending a meeting of the Board ofDirectors.

 

**Article 11**

 

**VACANCIES ON BOARD OF DIRECTORS**

 

Article 11.1                                    Vacancieson the Board of Directors, including vacancies resulting from an increase inthe number of directors, shall be filled by a majority of the remaining membersof the Board of Directors, though less than a quorum, and each person soappointed shall be a director until the expiration of the term of office of theclass of directors to which he was appointed.

 

**Article 12**

 

**POWERS OF BOARD OF DIRECTORS**

 

Section 12.1                                Thebusiness 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 lawfulacts and things as are not by statute or by the Articles of Incorporation or bythese By-laws directed or required to be exercised and done by theshareholders.

 

Section 12.2                                TheBoard of Directors shall have the power and authority to appoint an ExecutiveCommittee and such other committees as may be deemed necessary by the Board ofDirectors for the efficient operation of the Corporation.  The Executive Committee shall consist of theChairman of the Board, if any, the President and not less than two nor morethan three other directors (which other directors shall not be employees of theCorporation or any of its subsidiaries). The Executive Committee shall meet at such time as may be fixed by theBoard of Directors, or upon call of the Chairman of the Board of thePresident.  A majority of members of theExecutive Committee shall constitute a quorum. 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**

 

**MEETINGS OF THE BOARD OF DIRECTORS**

 

Section 13.1                                Anorganization meeting may be held immediately following the annual shareholdersmeeting without the necessity of notice to the directors to constitute alegally convened meeting, or the directors may meet at such time and place asmay be fixed by either a notice or waiver of consent signed by all of suchdirectors.

 

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Section 13.2                                Regularmeetings of the Board of Directors shall be held not less often than semiannuallyat a time and place determined by the Board of Directors at the precedingmeeting.  One or more directors mayparticipate in any meeting of the Board of Directors, or of any committeethereof, by means of a conference telephone or similar communications equipmentby means of which all persons participating in the meeting can hear oneanother.

 

Section 13.3                                Specialmeetings of the Board of Directors may be called by the Chairman of the Boardor the President on  one day’s notice toeach director, either personally or by mail, telegram or telephone; specialmeetings shall be called by the Chairman of the Board or the President in likemanner and on like notice upon the written request of three directors.

 

Section 13.4                                Atall meetings of the Board of Directors, a majority of the directors shall constitutea quorum for the transaction of business, and the acts of a majority of thedirectors present at a meeting in person or by conference telephone similarcommunications equipment at which a quorum is present in person or by suchcommunications equipment shall be the acts of the Board of Directors, except asmay be otherwise specifically provided by statute or by the Articles ofIncorporation or by these By-laws.  If aquorum 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 aquorum shall be present or as permitted herein.

 

**Article 14**

 

**INFORMAL ACTION BY THE BOARD OF DIRECTORS**

 

Section 14.1                                Ifall the directors shall severally or collectively consent in writing, includingbut not limited to telegrams and radiograms, to any action to be taken by theCorporation, such action shall be as valid a corporation action as though ithad been authorized at a meeting of the Board of Directors.

 

**Article 15**

 

**COMPENSATION OF DIRECTORS**

 

Section 15.1                                Directors,as such, may receive a stated salary for their services or a fixed sum andexpenses for attendance at regular and special meetings, or any combination ofthe foregoing as may be determined form time to time by resolution of the Boardof Directors, and nothing contained herein shall be construed to preclude anydirector from serving the Corporation in any other capacity and receivingcompensation therefor.

 

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**Article 16**

 

**OFFICERS**

 

Section 16.1                                Theofficers of the Corporation shall be elected by the Board of Directors at itsorganization meeting and shall be a President, a Secretary and aTreasurer.  At its option, the Board ofDirectors may elect a Chairman of the Board. The Board of Directors may also elect one or more Vice Presidents andsuch other officers and appoint such agents as it shall deem necessary, whoshall hold their offices for such terms, have such authority and perform suchduties as may from time to time be prescribed by the Board of Directors.  Any two or more offices may be held by thesame person.

 

Section 16.2                                Thecompensation of all officers of the Corporation shall be fixed by the  Board of Directors.

 

Section 16.3                                TheBoard of Directors may remove any officer or agent elected or appointed, at anytime and within the period, if any, for which such person was elected oremployed whenever in the Board of Directors’ judgement it is in the bestinterests of the Corporation, and all persons shall be elected and employedsubject to the provisions thereof.  Ifthe office of any officer becomes vacant for any reason, the vacancy may befilled by the Board of Directors.

 

**Article 17**

 

**THE CHAIRMAN OF THE BOARD**

 

Section 17.1                                TheChairman of the Board shall preside at all meetings of the shareholders anddirectors.  He shall supervise thecarrying out of the policies adopted or approved by the Board ofDirectors.  He shall have generalexecutive powers, as well as the specific powers conferred by theseBy-laws.  He shall also have and mayexercise such further powers and duties as from time to time may be conferredupon or assigned to him by the Board of Directors.

 

**Article 18**

 

**THE PRESIDENT**

 

Section 18.1                                ThePresident shall be the chief executive officer of the Corporation; shall havegeneral and active management of the business of the Corporation; shall seethat all orders and resolutions of the Board of Directors and put into,subject, however, to he right of the Board of Directors to delegate anyspecific powers, except such as may be by the statute exclusively conferred onthe President, to any officer or officers of the Corporation shall executebonds, mortgages and other contracts requiring a seal under the seal of theCorporation, except where required or permitted by law to be otherwise signedand executed and except where the signing and execution thereof shall beexpressly delegated by the Board of Directors to some other officer or agent ofthe Corporation.

 

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In the absence or incapacity of the Chairman of the Board, thePresident shall preside at meetings of the shareholders and the directors.  If there is no Chairman of the Board, thePresident shall have and exercise all powers conferred by these By-laws orotherwise on the Chairman of the Board.

 

**Article 19**

 

**THE VICE PRESIDENT**

 

Section 19.1                                TheVice President or, if more than one, the Vice Presidents in the order establishedby the Board of Directors shall, in the absence or incapacity of the President,exercise all powers and perform duties of the President.  The Vice Presidents, respectively, shall alsohave such other authority and perform such other duties as may be provided inthese By-laws or as shall be determined by the Board of Directors or thePresident.  Any Vice President may, inthe discretion of the Board of Directors, be designated as “executive”, “senior”,or by departmental or functional classification.

 

**Article 20**

 

**THE SECRETARY**

 

Section 20.1                                TheSecretary shall attend all meetings of the Board of Directors and of the shareholders****and keep accurate records thereof in oneor more minute books kept for that purpose and shall perform the dutiescustomarily performed by the secretary of a corporation and such other dutiesas may be assigned to him by the Board of Directors or the President.

 

**Article 21**

 

**THE TREASURER**

 

Section 21.1                                TheTreasurer shall have the custody of the corporate funds and securities; shallkeep full and accurate accounts of receipts and disbursements in booksbelonging to the Corporation****andshall perform such other duties as may be assigned to him by the Board ofDirectors or the President.  He shallgive bond in such sum and with such surety as the Board of Directors may from timeto time direct.

 

**Article 22**

 

**ASSISTANT OFFICERS**

 

Section 22.1                                Eachassistant officer shall assist in the performance of the duties of the  officer to whom he is assistant and shallperform such duties in the absence of the officer.  He shall perform such additional duties asthe Board of Directors, the President or the officer to whom he is assistantmay form time to time assign him.  Suchofficers may be given such functional titles as the Board of Directors shallfrom time to time determine.

 

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**Article 23**

 

**INDEMNIFICATION OF DIRECTORS AND OFFICERS**

 

Section 23.1                                TheCorporation shall indemnify any director, officer and/or employee, or anyformer****director, officer and/oremployee, who was or is a party to, or is threatened to be made a party****to, or who is called to be a witness inconnection with, any threatened, pending or completed action, suit orproceeding, whether civil, criminal, administrative or investigative (otherthan an action by or in the right of the Corporation) by reason of the fact thatsuch person is or was a****director,officer and /or employee of the Corporation, or is or was serving at therequest of the Corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, againstexpenses (including attorney’s fees), judgements, fines and amounts paid insettlement actually and reasonably incurred by him in connection with suchaction, suit or proceeding if he acted in good faith and in a manner hereasonably believed to be in, or not opposed to, the best interests of theCorporation, and, with respect to****anycriminal action or proceeding, had no reasonable cause to believe his conductwas unlawful.  The termination of anyaction, suit or proceeding by judgement, order, settlement, conviction or upona plea of nolo contendere or its equivalent, shall not of itself create apresumption that the person did not act in good faith and in a manner which hereasonably believed to be in, or not opposed to, the best interests of the Corporation,and, with respect to any criminal action or proceeding, had reasonable cause tobelieve that his conduct was unlawful.

 

Section 23.2                                TheCorporation shall indemnify any director, officer and/or employee, who was oris a party to, or is threatened by to be made a party to**,**or who is called as a witness inconnection with any threatened, pending or completed action or suit by or inthe right of the Corporation to procure a judgement in its favor by reason ofthe fact that such person is or was a director, officer and/or employee****or agent of another corporation,partnership, joint venture**,**trustor other enterprise against amounts paid in settlement****and expenses (including attorney’s fees)actually and reasonably incurred by him in connection with the defense orsettlement of, or serving as a****witnessin, such action or suit if he acted in good faith and in a manner he reasonablybelieved to be in, or not opposed to, the best interests of the Corporation andexcept that no indemnification shall be made in respect of any such claim,issue or matter as to which such person shall have been adjudged to be liablefor misconduct in the performance of his duty to the Corporation.

 

Section 23.3                                Exceptas may be otherwise ordered by a court, there shall be a presumption that anydirector, officer and/or employee is entitled to indemnification as provided inSections 23.1 and 23.2 of this Article unless either a majority of thedirectors who are not involved in such proceedings (“disinterested directors”)or, if there are less than three disinterested directors, then the holders ofone-third of the outstanding shares of the Corporation determine that theperson is not entitled to such presumption by certifying such determination inwriting to the Secretary of the Corporation. 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 theoutside general counsel of the Corporation, a written opinion as to whether ornot the parties

 

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

 

Section 23.4                                Expensesincurred in defending a civil or criminal action, suit or proceeding  may be paid by the Corporation in advance ofthe final disposition of such action, suit or proceeding as authorized in themanner provided under Section 23.3 of this Article upon receipt of anundertaking by or on behalf of the director, officer and/or employee to repaysuch amount unless it  shall ultimatelybe determined that he is entitled to be indemnified by the Corporation asauthorized in this Article.

 

Section 23.5                                Theindemnification provided by this Article shall not be deemed exclusive ofany 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, officer and/or employee and as to action in another capacity while holdingsuch office, and shall continue as to a person who has ceased to be a director,officer and/or employee and shall inure to the benefit of the heirs andpersonal representatives of such a person.

 

**Article 24**

 

**SHARE CERTIFICATES**

 

Section 24.1                                Theshare certificates of the Corporation shall be numbered and registered in ashare register as they are issued; shall bear the name of the registeredholder, the number and class of shares represented thereby, the par value ofeach share or a statement that such shares are without par value, as the casemay be; shall be signed by the President or a Vice President and the Secretaryor the Treasurer or any other person properly authorized by the Board ofDirectors, and shall bear the corporate seal, which seal may be a facsimileengraved or printed.  Where thecertificate assigned 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 ceasedto be such at the date or its issue.

 

**Article 25**

 

**TRANSFER OF SHARES**

 

Section 25.1                                Uponsurrender to the Corporation of a share certificate duly endorsed by the personnamed in the certificate or by the attorney duly appointed in writing andaccompanied where necessary by proper evidence of succession, assignment orauthority to transfer, a new certificate shall be issued to the person entitledthereto and the old certificate cancelled and the transfer recorded upon theshare register of the Corporation.  Notransfer shall be made if it would be inconsistent with the provisions of Article 8of the Pennsylvania Uniform Commercial Code.

 

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**Article 26**

 

**LOST CERTIFICATES**

 

Section 26.1                                Wherea shareholder of the Corporation alleges the loss, theft or destruction of oneor more certificates for shares of the Corporation and requests the issuance ofa substitute certificate therefor, 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,provided that prior to the receipt of such request the Corporation shall nothave either registered a transfer of such certificate or received notice thatsuch certificate has been acquired by a bona fide purchaser.  When authorizing such issue of a newcertificate the Board of Directors may, in its discretion and as a condition precedentto the issuance thereof, require the owner of such lost, stolen or destroyedcertificate, or his heirs or legal representatives, as the case may be, toadvertise the same in such manner as it shall require and/or give theCorporation a bond in such form and with surety or sureties, with fixed or openpenalty, as shall be satisfactory to the Board of Directors, as indemnity forany liability or expense which it may incur by reason of the originalcertificate remaining outstanding.

 

**Article 27**

 

**DIVIDENDS**

 

Section 27.1                                TheBoard of Directors may, from time to time, at any duly convened regular orspecial meeting or by unanimous consent in writing, declare and pay dividendsupon the outstanding shares of capital stock of the Corporation in cash,property or shares of the Corporation, as long as any dividend shall not be inviolation of law or the Articles of Incorporation.

 

Section 27.2                                Beforepayment of any dividend, there may be set aside out of any funds of theCorporation available for dividend such sum or sums as the Board of Directors fromtime to time, in their absolute discretion, think proper as a reserve fund tomeet contingencies, or for equalizing dividends, or for repairing ormaintaining any property of the Corporation, or for such other purposes as theBoard of Directors shall believe to be for the best interests of theCorporation, and the Board of Directors may reduce or abolish any such reservein the manner in which it was created.

 

**Article 28**

 

**FINANCIAL REPORT TO SHAREHOLDERS**

 

Section 28.1                                ThePresident and the Board of Directors shall present at each annual meeting ofthe shareholders a full and complete statement of the business and affairs ofthe corporation for the preceding year.

 

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**Article 29**

 

**INSTRUMENTS**

 

Section 29.1                                Allchecks or demands for money and notes for the Corporation shall be signed bysuch other officers or such other person or persons as the President or theBoard of Directors may from time to time designate.

 

Section 29.2                                All agreements,indentures, mortgages, deeds, conveyances, transfers, certificates,declarations, receipts, discharges, releases, satisfactions, settlements,petitions, schedules, accounts, affidavits, bonds, undertakings, proxies, andother instruments and documents may be signed, executed, acknowledged,verified, delivered or accepted, including those in connection with thefiduciary powers of the Corporation, on behalf of the Corporation by thePresident or other persons as may be designated by him.

 

**Article 30**

 

**FISCAL YEAR**

 

Section 30.1                                Thefiscal year of the Corporation shall be the calendar year.

 

**Article 31**

 

**SEAL**

 

Section 31.1                                Thecorporate seal shall have inscribed thereon the name of the Corporation, theyear of its organization and the words “Corporate Seal, Pennsylvania”.  Said seal may be used by causing it or afacsimile thereof to be impressed or affixed in any manner reproduced.

 

**Article 32**

 

**NOTICES AND WAIVERS THEREOF**

 

Section 32.1                                Whenever,under the provisions of applicable law or of the Articles of Incorporation orof these By-laws, written notice is required to be given to any person, it mayby given to such person either personally or by sending a copy thereof throughthe mail or by telegram, charges prepaid, to his address appearing on the booksof the Corporation or supplied by him to the Corporation for the purpose ofnotice.  If the notice is sent by mail ortelegraph, it shall be deemed to have been given for the person entitledthereto when deposited in the United States mail or with a telegraph office fortransmission to such person.  Such noticeshall specify the place, day and hour of the meeting and, in the case of aspecial meeting of shareholders, the general nature of the business to betransacted.

 

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Section 32.2                                Anywritten notice required to be given to any person may be waived in writingsigned by the person entitled to such notice whether before or after the timestated therein.  Attendance of any personentitled to notice whether in person or by proxy, at any meeting shallconstitute a waiver of notice of such meeting, except where any person attendsa meeting for the express purpose of objecting to the transaction of anybusiness because the meeting was not lawfully called or convened.  Where written notice is required of anymeeting, the waiver thereof must specify the purpose only if it is for a specialmeeting of shareholders.

 

**Article 33**

 

**AMENDMENTS**

 

Section 33.1                                TheseBy-laws may be altered, amended or repealed by the affirmative vote of theholders of a majority of the outstanding shares of Common Stock at any regularor special meeting duly convened after notice to the shareholders of thatpurpose, or by a majority vote of the members of the Board of Directors at anyregular or special meeting thereof duly convened after notice to the directorsof that purpose, subject always to the power of the shareholders to change suchaction of the Board of Directors by the affirmative vote of the holders of amajority of the outstanding shares of Common Stock.

 

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