**EXHIBIT 3.1**

 

**AMENDED AND RESTATEDBYLAWSOFINNOVATIVE SOLUTIONS AND SUPPORT, INC.**

 

**ARTICLE I. - OFFICE**

 

Section 1-1.  Registered Office.   The registered office of the Corporationshall be located within the Commonwealth of Pennsylvania at such place as theBoard of Directors (hereinafter referred to as the “Board of Directors” or the “Board”)shall determine from time to time.

 

**ARTICLE II. - MEETINGS OF SHAREHOLDERS**

 

Section 2-1.  Place of Meetings of Shareholders.   Meetings of shareholdersshall be held at such places, within or without the Commonwealth ofPennsylvania, as may be fixed from time to time by the Board of Directors. Ifno such place is fixed by the Board of Directors, meetings of the shareholdersshall be held at the registered office of the Corporation.

 

Section 2-2.  Annual Meeting of Shareholders.

 

(a)    Time.   A meeting of theshareholders of the Corporation shall be held in each calendar year, commencingwith the year 2000, at such time as the Board of Directors may determine.

 

(b)   Election of Directors.   At suchannual meeting, there shall be held an election of Directors.

 

(c)   Alternate Directors.   At any meetingat which shareholders may elect Directors, shareholders may elect an AlternateDirector for each Director elected at such meeting by the affirmative vote ofsuch shareholders as would be required to elect a Director.

 

Section 2-3.  Special Meetings of Shareholders.   Except as expresslyrequired by law, special meetings of the shareholders may be called at any timeonly by:

 

(a)   the Chairman of the Board, if any, if such officer isserving as the chief executive officer of the Corporation; or

 

(b)   the Board of Directors.

 

Uponthe written request of any person who has called a special meeting, under theseBylaws or applicable law, which request specifies the general nature of thebusiness to be transacted at such meeting, it shall be the duty of theSecretary to fix the time and place of such meeting, which shall be held notless than 5 nor more than 60 days after the receipt of such request, and togive due notice thereof as required by Section 2-4 hereof. If theSecretary neglects or refuses to fix the time and place of such meeting, theperson or persons calling the meeting may do so.

 

Section 2-4.  Notices of Meetings of Shareholders.   Written notice,complying with Article VI of these Bylaws, stating the place and time and,in the case of special meetings, the general nature of the business to betransacted at any meeting of the shareholders, shall be given to eachshareholder of record entitled to vote at the meeting, except as provided in Section 1707of the Pennsylvania Business Corporation Law of 1988, as amended (the “PennsylvaniaBCL”), at least five days prior to the day named for the meeting, provided thatnotice shall be given at least ten days prior to the day named for a meeting toconsider a fundamental change under Chapter 19 of the Pennsylvania BCL. Suchnotices may be given by, or at the direction of, the Secretary or otherauthorized person. If the Secretary or other authorized person neglects orrefuses to give notice of a meeting, the person or persons calling the meetingmay do so.

 

Section 2-5.  Quorum of and Action by Shareholders.

 

(a)   General Rule.   Except as provided insubsections (c), (d) and (e) of this Section 2-5, the presence,in person or by proxy, of shareholders entitled to cast at least a majority ofthe votes that all shareholders are entitled to cast on a particular matter tobe acted upon at the meeting shall constitute a quorum for the purpose ofconsideration and action on the 

 

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matter.To the extent that a quorum is present with respect to consideration of anyaction or particular matter or matters but a quorum is not present as to anyother matter or matters, consideration of an action on the matter or mattersfor which a quorum is present may occur and, after such consideration andaction, the meeting may be adjourned for purposes of the consideration of andaction on a matter or matters for which a quorum is not present. Unless thePennsylvania BCL permits otherwise, this Section 2-5(a) may bemodified only by a Bylaw amendment adopted by the shareholders.

 

(b)   Action by Shareholders.   Except asotherwise provided by law, whenever any corporate action is to be taken by voteof the shareholders of the Corporation at a duly organized meeting ofshareholders, it shall be authorized upon receiving the affirmative vote of amajority of the votes properly cast at the meeting with respect to such matterand, if any shareholders are entitled to vote thereon as a class, uponreceiving the affirmative vote of a majority of the votes properly cast by theshareholders entitled to vote as a class. Unless the Pennsylvania BCL permitsotherwise, this Section 2-5(b) may be modified only by a Bylawamendment adopted by the shareholders.

 

(c)   Withdrawal.   The shareholders presentat a duly organized meeting can continue to do business until adjournment,notwithstanding the withdrawal of enough shareholders to leave less than aquorum.

 

(d)   Election of Directors at Adjourned Meetings.  In the case of any meeting called for the election of Directors, thoseshareholders who attend a meeting called for the election of Directors that hasbeen previously adjourned for lack of a quorum (whether with respect to aparticular matter or all matters to be considered and acted upon at suchmeeting), although less than a quorum as fixed in subsection (a), shallnevertheless constitute a quorum for the purpose of electing Directors.

 

(e)   Conduct of Other Business at Adjourned Meetings.  Those shareholders entitled to vote who attend a meeting of shareholders thathas been previously adjourned for one or more periods aggregating at least 15days because of an absence of a quorum (whether with respect to a particularmatter or all matters to be considered and acted upon at such meeting),although less than a quorum as fixed in subsection (a), shall neverthelessconstitute a quorum for the purpose of acting upon any matter set forth in thenotice of meeting if the notice states that those shareholders who attend theadjourned meeting shall nevertheless constitute a quorum for the purpose ofacting upon the matter.

 

Section 2-6.  Adjournments.

 

(a)   General Rule.   Any regular or specialmeeting of the shareholders, including one at which directors are to beelected, may be adjourned for such period as the shareholders present andentitled to vote shall direct.

 

(b)   Lack of Quorum.   If a meeting cannotbe organized because a quorum has not attended, those present may, except asotherwise provided in this Section 2-6, adjourn the meeting to such timeand place as they may determine.

 

(c)   Notice of an Adjourned Meeting.   Whena meeting of shareholders is adjourned, it shall not be necessary to give anynotice of the adjourned meeting or of the business to be transacted at anadjourned meeting, other than by announcement at the meeting at which theadjournment is taken, unless the Board fixes a new record date for theadjourned meeting.

 

Section 2-7.  Voting List, Voting and Proxies.

 

(a)   Voting List.   The officer or agenthaving charge of the transfer books for shares of the Corporation shall make acomplete list of the shareholders entitled to vote at any meeting ofshareholders, arranged in alphabetical order, with the address of and thenumber of shares held by each. The list shall be produced and kept open at thetime and place of the meeting and shall be subject to the inspection of any shareholderduring the whole time of the meeting for the purposes thereof, except that, ifthe Corporation has 5,000 or more shareholders, in lieu of making the list, theCorporation may make the information therein available at the meeting by anyother means.

 

(b)   Voting.   Except as otherwisespecifically provided by law, all matters coming before the meeting shall bedetermined by a vote of shares. Such vote shall be taken by voice unless thepresiding officer determines, or a shareholder demands, before the vote begins,that it be taken by ballot.

 

(c)   Proxies.   At all meetings ofshareholders, shareholders entitled to vote may attend and vote either inperson or by proxy. Every proxy shall be executed in writing by the shareholderor by such shareholder’s duly authorized attorney-in-fact and filed with theSecretary of the Corporation. A proxy, unless coupled with an interest (asdefined in Section 1759(d) of the Pennsylvania BCL), shall berevocable at will, notwithstanding any other agreement or any provision in theproxy to 

 

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thecontrary, but the revocation of a proxy shall not be effective until writtennotice thereof has been given to the Secretary of the Corporation. An unrevokedproxy shall not be valid after three years from the date of its executionunless a longer time is expressly provided therein. 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 of the death orincapacity is given to the Secretary of the Corporation.

 

(d)   Judges of Election.   In advance ofany meeting of shareholders of the Corporation, the Board of Directors mayappoint one or three Judges of Election, who need not be shareholders and whowill have such duties as provided in Section 1765(a)(3) of thePennsylvania BCL, to act at the meeting or any adjournment thereof. If one orthree Judges of Election are not so appointed, the presiding officer of themeeting may, and on the request of any shareholder shall, appoint one or threeJudges of Election at the meeting. In case any person appointed as a Judge ofElection fails to appear or refuses to act, the vacancy may be filled byappointment made by the Board of Directors in advance of the convening of themeeting or at the meeting by the presiding officer. A person who is a candidatefor office to be filled at the meeting shall not act as a Judge of Election.Unless the Pennsylvania BCL permits otherwise, this Section 2-7(d) maybe modified only by a Bylaw amendment adopted by the shareholders.

 

Section 2-8.  Participation in Meetings by Conference Telephone.   The Boardmay provide by resolution, or the presiding officer may permit, with respect toa particular meeting of shareholders that one or more persons may participatein that meeting of the shareholders, be counted for the purposes of determininga quorum and exercise all rights and privileges to which such person might beentitled were such person personally in attendance, including the right tovote, by means of conference telephone or similar communications equipment bymeans of which all persons participating in the meeting can hear each other.Unless the Board so provides, or the presiding officer so permits, no personmay participate in a meeting of the shareholders by means of conferencetelephone or similar communications equipment.

 

Section 2-9.  No Consents in Lieu of Meeting.   No action of theshareholders shall be taken by either unanimous or partial written consent orother consent in lieu of a meeting.

 

Section 2-10.  Business at Meetings of Shareholders.   Except as otherwiseprovided by law (including but not limited to Rule 14a-8 of the SecuritiesExchange Act of 1934, as amended, or any successor provision thereto) or inthese Bylaws, the business which shall be conducted at any meeting of theshareholders shall (a) have been specified in the written notice of themeeting (or any supplement thereto) given by the Corporation, (b) bebrought before the meeting at the direction of the Board of Directors, (c) bebrought before the meeting by the presiding officer of the meeting unless amajority of the Directors then in office object to such business beingconducted at the meeting, or (d) in the case of an annual meeting ofshareholders, have been specified in a written notice given to the Secretary ofthe Corporation, by or on behalf of any shareholder who shall have been ashareholder of record on the record date for such meeting and who shallcontinue to be entitled to vote thereat (the “Shareholder Notice”), inaccordance with all of the following requirements:

 

(a)   Each Shareholder Notice must be delivered to, or mailedand received at, the principal executive offices of the Corporation (i) inthe case of an annual meeting that is called for a date that is within 30 daysbefore or after the anniversary date of the immediately preceding annualmeeting of shareholders, not less than 120 days nor more than 150 days prior tothe date of the Corporation’s proxy statement was released to shareholders inconnection with the previous year’s annual meeting of shareholders, and (ii) inthe case of an annual meeting that is called for a date that is not within 30days before or after the anniversary date of the immediately preceding annualmeeting, not later than the close of business on the tenth day following theday on which notice of the date of the meeting was mailed or public disclosureof the date of the meeting was made, whichever occurs first; and

 

(b)   Each such Shareholder Notice must set forth: (i) thename and address of the shareholder who intends to bring the business beforethe meeting; (ii) the general nature of the business which suchshareholder seeks to bring before the meeting and, if a specific action is tobe proposed, the text of the resolution or resolutions which the proposingshareholder proposes that the shareholders adopt; and (iii) arepresentation that the shareholder is a holder of record of the stock of theCorporation entitled to vote at such meeting and intends to appear in person orby proxy at the meeting to bring the business specified in the notice beforethe meeting. The presiding officer of the meeting may, in such officer’s solediscretion, refuse to acknowledge any business proposed by a shareholder notmade in compliance with the foregoing procedure.

 

(c)   Notwithstanding anything in these Bylaws to thecontrary, no business shall be conducted at an annual meeting except inaccordance with the procedures set forth in this Section 2-10. Thechairman of the meeting shall, if the facts warrant, determine and declare tothe meeting that business was not properly brought before the meeting and inaccordance with the procedures prescribed by this Section 2-10, and if heshould so determine, he shall so declare to the meeting and any such businessnot properly brought before the meeting shall not be transacted.Notwithstanding the foregoing provisions of this Section 2-10, ashareholder shall also comply with all applicable requirements of theSecurities Exchange Act of 1934, as 

 

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amended,and the rules and regulations thereunder with respect to the matters setforth in this Section 2-10 and any shareholder proposal not required to beconsidered by such rules need not be considered.

 

**ARTICLE III. - BOARD OF DIRECTORS**

 

Section 3-1.

 

(a)   General Powers.   Except as otherwiseprovided by law and these Bylaws, all powers of the Corporation shall beexercised by or under the authority of, and the business and affairs of theCorporation shall be managed under the direction of the Board of Directors.Unless the Pennsylvania BCL permits otherwise, this Section 3-1(a) maybe modified only by a Bylaw amendment adopted by the shareholders.

 

(b)   Number.   The number of members of theBoard of Directors shall be the number of Directors serving at the time ofadoption of this Section 3-1, or such other number as may thereafter fromtime to time (i) be determined by the Board of Directors, or (ii) beset forth in a notice of a meeting of shareholders called for the election of afull Board of Directors; provided, that if such notice contemplates a change inthe size of the Board of Directors, such change shall take effect as of thetime the election called for by the notice is held.

 

(c)   Classified Board of Directors.   TheDirectors shall be classified, with respect to the duration of the term forwhich they severally hold office, into three classes (denominated Class I,Class II and Class III) as nearly equal in number as reasonablypossible. The Board of Directors shall increase or decrease the number ofDirectors in one or more classes as may be appropriate whenever it increases ordecreases the number of Directors in order to ensure that the three classesshall be as nearly equal in number as reasonably as possible. The current termof office of the Class I Directors shall expire at the annual meeting ofshareholders in 2013, the current term of office of the Class II Directorsshall expire at the annual meeting of shareholders in 2011 and the current termof office of the Class III Directors shall expire at the annual meeting ofshareholders in 2012. At the annual meeting of shareholders, subject to Section 3-1(d) hereof,the successors of the class of Directors whose term expires at the meetingshall be elected to hold office for a term expiring at the annual meeting ofshareholders held in the third year following the year of their election.  When a Director is elected, such director’sclass shall be identified.

 

(d)   Term; Vacancies.   Each Director shallhold office until the expiration of the term for which he was selected anduntil his successor has been selected and qualified or until his earlier death,resignation or removal. Any vacancies on the Board of Directors, includingvacancies resulting from an increase in the number of Directors, may be filledby a majority vote of the remaining members of the Board (though less than aquorum) or by a sole remaining Director or by the shareholders. A directorelected by the Board of Directors to fill a vacancy on the Board shall beelected for an initial term expiring at the next annual meeting ofshareholders, regardless of the class to which such director is elected.  If that director is re-elected by theshareholders at such annual meeting, the director shall then serve for a termexpiring at the annual meeting when the term of a Director in such class wouldnaturally expire.

 

(e)   Qualification.   A Director must be anatural person at least 18 years of age.

 

Section 3-2.  Place of Meetings.   Meetings of the Board of Directors may beheld at such place within or without the Commonwealth of Pennsylvania as amajority of the Directors may determine from time to time or as may bedesignated in the notice of the meeting.

 

Section 3-3.  Regular Meetings.   A regular meeting of the Board ofDirectors shall be held annually, immediately following the annual meeting ofthe shareholders, at the place where such meeting of the shareholders is heldor at such other place and time as a majority of the Directors in office afterthe annual meeting of shareholders may designate. At such meeting, the Board ofDirectors shall elect officers of the Corporation. In addition to such regularmeeting, the Board of Directors shall have the power to fix by resolution theplace and time of other regular meetings of the Board.

 

Section 3-4.  Special Meetings.   Special meetings of the Board of Directorsshall be held whenever ordered by the Chairman of the Board, if any, by thePresident, by a majority of the executive committee of the Board, if any, or bya majority of the Directors in office.

 

Section 3-5.  Participation in Meetings by Conference Telephone.   AnyDirector may participate in any meeting of the Board of Directors or of anycommittee (provided such Director is otherwise entitled to participate), becounted for the purpose of determining a quorum thereof and exercise all rightsand privileges to which such Director might be entitled were he or shepersonally 

 

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inattendance, including the right to vote, or any other rights attendant topresence in person at such meeting, by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other.

 

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

 

(a)   Regular Meetings.   No notice shall berequired to be given of any regular meeting, unless the same is held at otherthan the place or time for holding such meeting as fixed in accordance with Section 3-3of these Bylaws, in which event five days’ notice shall be given of the placeand time of such meeting complying with Article VI of these Bylaws.

 

(b)   Special Meetings.   Written noticestating the place and time of any special meeting of the Board of Directorsshall be sufficient if given at least one day, as provided in Article VI,in advance of the time fixed for the meeting.

 

Section 3-7.  Quorum; Action by the Board of Directors.   A majority of theDirectors in office shall be necessary to constitute a quorum for thetransaction of business and the acts of a majority of the Directors present andvoting at a meeting at which a quorum is present shall be the acts of the Boardof Directors. If there is no quorum present at a duly convened meeting of theBoard of Directors, the majority of those present may adjourn the meeting fromtime to time and place to place.

 

Section 3-8.  Action by Unanimous Consent of the Board of Directors.   Anyaction required or permitted to be taken at a meeting of the Directors, or ofthe members of any committee of the Board of Directors, may be taken without ameeting if, prior or subsequent to the action, a written consent or consents theretoby all of the Directors in office (or all of the members of the committee withrespect to committee action) is filed with the Secretary of the Corporation. Inaddition to other means of filing with the Secretary, insertion of such consentin the minute book of the Corporation shall be deemed filing with the Secretaryregardless of whether the Secretary or some other authorized person has actualpossession of the minute book. Written consents by all of the directors orcommittee members, as the case may be, executed pursuant to this Section 3-8may be executed in any number of counterparts and shall be deemed effective asof the date set forth therein.

 

Section 3-9.  Committees.

 

(a)   Establishment and Powers.   The Boardof Directors of the Corporation may, by resolution adopted by a majority of theDirectors in office, establish one or more committees to consist of one or moreDirectors of the Corporation. Any committee, to the extent provided in theresolution of the Board of Directors or in the Bylaws, shall have and mayexercise all of the powers and authority of the Board of Directors, except thata committee shall not have any power or authority as to the following:

 

(i)   The submission to shareholders ofany action requiring approval of shareholders under the Pennsylvania BCL.

 

(ii)   The creation or filling ofvacancies in the Board of Directors.

 

(iii)   The adoption, amendment or repealof the Bylaws.

 

(iv)   The amendment or repeal of anyresolution of the Board of Directors that by its terms is amendable orrepealable only by the Board of Directors.

 

(v)   Action on matters committed by theBylaws or resolution of the Board of Directors to another committee of theBoard of Directors.

 

(b)   Alternate Members.   The Board ofDirectors may designate one or more Directors as alternate members of anycommittee who may replace any absent or disqualified member at any meeting ofthe committee or for the purpose of any written action by the committee. In theabsence or disqualification of a member and alternate member or members of acommittee, the member or members thereof present at a meeting and notdisqualified from voting, whether or not he or they constitute a quorum, mayunanimously appoint another Director to act at the meeting in the place of theabsent or disqualified member.

 

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

 

(d)   Status of Committee Action.   The term“Board of Directors” or “Board,” when used in any provision of these Bylawsrelating to the organization or procedures of or the manner of taking action bythe Board of Directors, shall be 

 

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construedto include and refer to any executive or other committee of the Board of Directors.Any provision of these Bylaws relating or referring to action to be taken bythe Board of Directors or the procedure required therefor shall be satisfied bythe taking of corresponding action by a committee of the Board of Directors tothe extent authority to take the action has been delegated to the committeepursuant to this Section.

 

Section 3-10.  Nominations.   Notwithstanding the provisions of Section 2-10of these Bylaws (dealing with business at meetings of shareholders),nominations for the election of Directors may be made by only the Board ofDirectors, a committee appointed by the Board of Directors or by anyshareholder of record entitled to vote in the election of Directors who is ashareholder at the record date of the meeting and also on the date of themeeting at which Directors are to be elected; provided, however, that withrespect to a nomination made by a shareholder, such shareholder must providetimely written notice to the President of the Corporation in accordance withthe following requirements, except as otherwise provided by law:

 

(a)   To be timely, a shareholder’s notice must be deliveredto, or mailed and received at, the principal executive offices of theCorporation addressed to the attention of the President (i) in the case ofan annual meeting that is called for a date that is within 30 days before orafter the anniversary date of the immediately preceding annual meeting ofshareholders, not less than 120 days nor more than 150 days prior to the datethe Corporation’s proxy statement was released to shareholders in connectionwith the previous year’s annual meeting of shareholders, and (ii) in thecase of an annual meeting that is called for a date that is not within 30 daysbefore or after the anniversary date of the immediately preceding annualmeeting, or in the case of a special meeting of shareholders called for thepurpose of electing Directors, not later than the close of business on thetenth day following the day on which notice of the date of the meeting was mailedor public disclosure of the date of the meeting was made, whichever occursfirst; and

 

(b)   Each such written notice must set forth: (i) thename and address of the shareholder who intends to make the nomination; (ii) thename and address of the person or persons to be nominated; (iii) arepresentation that the shareholder is a holder of record of shares of theCorporation entitled to vote at such meeting and intends to appear in person orby proxy at the meeting to nominate the person or persons specified in thenotice; (iv) a description of all arrangements or understandings betweenthe shareholder and each nominee and any other person or persons (naming suchperson or persons) pursuant to which the nomination or nominations are to bemade by the shareholder; (v) such other information regarding each nomineeproposed by such shareholder as would have been required to be included in aproxy statement filed pursuant to the proxy rules of the Securities andExchange Commission had the nominee been nominated, or intended to benominated, by the Board of Directors; and (vi) the written consent of eachnominee to serve as a Director of the Corporation if so elected. The presidingofficer of the meeting may refuse, in such officer’s sole discretion, to acknowledgethe nomination of any person as not made in compliance with the foregoingprocedure.

 

(c)    No person shall be eligible to serve as aDirector of the Corporation unless nominated in accordance with the proceduresset forth in this Section 3-10. The Chairman of the meeting shall, as thefacts warrant, determine and declare to the meeting that a nomination was notmade in accordance with the procedures prescribed by this Section 3-10,and if he should do determine, he shall so declare to the meeting and thedefective nomination shall be disregarded. Notwithstanding the foregoingprovisions of this Section 3-10, a shareholder shall also comply with allapplicable requirements of the Securities Exchange Act of 1934, as amended, andthe rules and regulations thereunder with respect to the matters set forthin this Section 3-10 and any shareholder proposal not required to beconsidered by such rules need not be considered.

 

Section 3-11.  Alternate Directors.   In the absence of a Director from anymeeting of the Board of Directors, the Alternate Director of such Director,elected pursuant to Section 2-2(c) of these Bylaws, may attend themeeting or execute written consent to exercise all powers, rights andprivileges of the absent Director. For the purposes of these Bylaws, the term “Directors”shall include the Alternate Directors except that an Alternate Director shallbe entitled to exercise the powers, rights and privileges of a Director onlyupon the absence of the Director whom the Alternate Director represents.

 

Section 3-12.  Payments to Directors.   Directors may be reimbursed for theexpenses of attending Board meetings and committee meetings and may be paid afixed sum for attendance at each meeting or such other compensation for theirservices as may, from time to time, be fixed by the Board of Directors. No suchpayment shall preclude any Director from serving the Corporation in any othercapacity and receiving compensation therefor.

 

Section 3-13.  Distributions.   The Directors may, to the extent permitted bylaw, authorize and the Corporation may make distributions from time to time.

 

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**ARTICLE IV. - OFFICERS**

 

Section 4-1.  Election and Office.   The Corporation shall have a President,a Secretary and a Treasurer who shall be elected by the Board of Directors. TheBoard of Directors may elect as additional officers a Chairman of the Board,one or more Vice Chairmen of the Board, one or more Vice Presidents, a ChiefFinancial Officer, and one or more other officers or assistant officers. Anynumber of offices may be held by the same person. The President and theSecretary shall be natural persons of the age of 18 years or older. TheTreasurer may be a corporation, but if a natural person shall be of the age of18 years or older.

 

Section 4-2.  Term.   The officers and assistant officers shall each serveat the pleasure of the Board of Directors until the first meeting of the Boardof Directors following the next annual meeting of shareholders, unless removedfrom office by the Board of Directors during their respective tenures. Officersmay, but need not, be Directors.

 

Section 4-3.  Powers and Duties of the President.   Unless otherwisedetermined by the Board of Directors, the President shall have the usual dutiesof an executive officer with general supervision over and direction of theaffairs of the Corporation. The President shall be the chief executive officerof the Corporation unless the Chairman of the Board is serving as chiefexecutive officer, in which event the President shall be chief operatingofficer of the Corporation. In the exercise of these duties and subject to theactions and directions of the Board of Directors, the President may appoint,suspend, and discharge employees, agents and assistant officers, fix thecompensation of all officers and assistant officers, shall preside at allmeetings of the shareholders at which the President shall be present and,unless there is a Chairman of the Board, shall preside at all meetings of theBoard of Directors. The President shall also do and perform such other dutiesas from time to time may be assigned to the President by the Board ofDirectors.

 

Unlessotherwise determined by the Board of Directors, the President shall have fullpower and authority on behalf of the Corporation to attend and to act and tovote at any meeting of the shareholders of any corporation in which thisCorporation may hold stock and, at any such meeting, shall possess and mayexercise any and all the rights and powers incident to the ownership of suchstock and which, as the owner thereof, the Corporation might have possessed andexercised. The President shall also have the right to delegate such power.

 

Section 4-4.  Powers and Duties of the Secretary.   Unless otherwisedetermined by the Board of Directors, the Secretary shall be responsible forthe keeping of the minutes of all meetings of the Board of Directors and theshareholders, in books provided for that purpose, and for the giving andserving of all notices for the Corporation. The Secretary shall perform allother duties ordinarily incident to the office of Secretary and shall have suchother powers and perform such other duties as may be assigned to the Secretaryby the Board of Directors. The minute books of the Corporation may be held by aperson other than the Secretary.

 

Section 4-5.  Powers and Duties of the Treasurer.   Unless otherwisedetermined by the Board of Directors, the Treasurer shall have charge of allthe funds and securities of the Corporation which may come into such officer’shands. When necessary or proper, unless otherwise determined by the Board ofDirectors, the Treasurer shall endorse for collection on behalf of theCorporation checks, notes and other obligations, and shall deposit the same tothe credit of the Corporation to such banks or depositories as the Board ofDirectors may designate and may sign all receipts and vouchers for paymentsmade to the Corporation. The Treasurer shall sign all checks made by theCorporation, except when the Board of Directors shall otherwise direct. TheTreasurer shall be responsible for the regular entry in books of theCorporation to be kept for such purpose of a full and accurate account of allfunds and securities received and paid by the Treasurer on account of theCorporation. Whenever required by the Board of Directors, the Treasurer shallrender a statement of the financial condition of the Corporation. The Treasurershall have such other powers and shall perform the duties as may be assigned tosuch officer from time to time by the Board of Directors. The Treasurer shallgive such bond, if any, for the faithful performance of the duties of suchoffice as shall be required by the Board of Directors. If the Corporation has aChief Financial Officer, the Chief Financial Officer shall have such power andauthority as determined by the Board of Directors, including withoutlimitation, the powers provided herein of the Treasurer.

 

Section 4-6.  Powers and Duties of the Chairman of the Board.   Unlessotherwise determined by the Board of Directors, the Chairman of the Board, ifany, shall preside at all meetings of Directors. The Chairman of the Boardshall have such other powers and perform such further duties as may be assignedto such officer by the Board of Directors, including, without limitation,acting as chief executive officer of the Corporation. To be eligible to serve,the Chairman of the Board must be a Director of the Corporation.

 

Section 4-7.  Powers and Duties of Vice Chairmen of the Board, Vice Presidents andAssistant Officers.   Unless otherwise determined by the Board ofDirectors, each Vice Chairman, Vice President and each assistant officer shallhave the powers and perform the duties of his or her respective superiorofficer. Vice Presidents and assistant officers shall have such rank as may bedesignated by the Board of Directors. Vice Presidents may be designated ashaving responsibility for a specific area of the Corporation’s affairs, inwhich event such Vice President shall be superior to the other Vice Presidentsin relation to matters within his or her area. The President shall be thesuperior officer of the Vice Presidents. The Chairman of the Board shall be thesuperior officer of the Vice Chairmen. The Treasurer and Secretary shall be thesuperior officers of the Assistant Treasurers and Assistant Secretaries,respectively.

 

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Section 4-8.  Delegation of Office.   The Board of Directors may delegatethe powers or duties of any officer of the Corporation to any other person fromtime to time.

 

Section 4-9.  Vacancies.   The Board of Directors shall have the power tofill any vacancies in any office occurring for any reason.

 

**ARTICLE V. - CAPITAL STOCK**

 

Section 5-1.  Share Certificates.

 

(a)   Execution.   Except as otherwiseprovided in Section 5-5, the shares of the Corporation shall berepresented by certificates. Unless otherwise provided by the Board ofDirectors, every share certificate shall be signed by two officers and sealedwith the corporate seal, which may be a facsimile, engraved or printed, butwhere such certificate is signed by a transfer agent or a registrar, thesignature of any corporate officer upon such certificate may be a facsimile,engraved or printed. In case any officer who has signed, or whose facsimilesignature has been placed upon, any share certificate shall have ceased to besuch officer because of death, resignation or otherwise, before the certificateis issued, it may be issued with the same effect as if the officer had notceased to be such at the date of its issue. The provisions of this Section 5-1shall be subject to any inconsistent or contrary agreement at the time betweenthe Corporation and any transfer agent or registrar.

 

(b)   Designations, etc.   To theextent the Corporation is authorized to issue shares of more than one class orseries, every certificate shall set forth upon the face or back of thecertificate (or shall state on the face or back of the certificate that the Corporationwill furnish to any shareholder upon request and without charge) a full orsummary statement of the designations, voting rights, preferences, limitationsand special rights of the shares of each class or series authorized to beissued so far as they have been fixed and determined and the authority of theBoard of Directors to fix and determine the designations, voting rights,preferences, limitations and special rights of the  classes and series ofshares of the Corporation.

 

(c)   Fractional Shares.   Except asotherwise determined by the Board of Directors, shares or certificates thereformay be issued as fractional shares for shares held by any dividend reinvestmentplan or employee benefit plan created or approved by the Corporation’s Board ofDirectors, but not by any other person.

 

Section 5-2.  Transfer of Shares.   Transfer of certificated shares shall bemade on the books of the Corporation only upon surrender of the sharecertificate, duly endorsed or with duly executed stock powers attached andotherwise in proper form for transfer, which certificate shall be cancelled atthe time of the transfer. In the event the Board authorizes uncertificatedshares, as permitted by the Corporation’s Articles of Incorporation, the Boardshall adopt alternative procedures for registration of transfers of suchuncertificated shares.

 

Section 5-3.  Determination of Shareholders of Record.

 

(a)   Fixing Record Date.   The Board ofDirectors of the Corporation may fix a time prior to the date of any meeting ofshareholders as a record date for the determination of the shareholdersentitled to notice of, or to vote at, the meeting, which time, except in thecase of an adjourned meeting, shall be not more than 90 days prior to the dateof the meeting of shareholders. Only shareholders of record on the date fixedshall be so entitled notwithstanding any transfer of shares on the books of theCorporation after any record date fixed as provided in this subsection. TheBoard of Directors may similarly fix a record date for the determination ofshareholders of record for any other purpose. When a determination ofshareholders of record has been made as provided in this section for purposesof a meeting, the determination shall apply to any adjournment thereof unless theBoard of Directors fixes a new record date for the adjourned meeting.

 

(b)   Determination when No Record Date Fixed.   Ifa record date is not fixed:

 

(i)   The record date for determiningshareholders entitled to notice of or to vote at a meeting of shareholdersshall be at the close of business on the day next preceding the day on whichnotice is given or, if notice is waived, at the close of business on the dayimmediately preceding the day on which the meeting is held.

 

(ii)   The record date for determiningshareholders for any other purpose shall be at the close of business on the dayon which the Board of Directors adopts the resolution relating thereto.

 

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(c)   Certification by Nominee.   The Boardof Directors may adopt a procedure whereby a shareholder of the Corporation maycertify in writing to the Corporation that all or a portion of the sharesregistered in the name of the shareholder are held for the account of aspecified person or persons. The resolution of the Board of Directors may setforth:

 

(i)   the classification of shareholderwho may certify;

 

(ii)   the purpose or purposes for whichthe certification may be made;

 

(iii)   the form of certification andinformation to be contained therein;

 

(iv)   if the certification is withrespect to a record date, the time after the record date within which thecertification must be received by the Corporation; and

 

(v)   such other provisions with respectto the procedure as are deemed necessary or desirable.

 

Uponreceipt by the Corporation of a certification complying with the procedure, thepersons specified in the certification shall be deemed, for the purposes setforth in the certification, to be the holders of record of the number of sharesspecified in place of the shareholder making the certification.

 

Section 5-4.  Lost Share Certificates.   Unless waived in whole or in partby the Board of Directors, any person requesting the issuance of a newcertificate in lieu of an alleged lost, destroyed, mislaid or wrongfully takencertificate shall (a) give to the Corporation his or her bond of indemnitywith an acceptable surety, and (b) satisfy such other requirements as maybe imposed by the Corporation. Thereupon, a new share certificate shall beissued to the registered owner or his or her assigns in lieu of the allegedlost, destroyed, mislaid or wrongfully taken certificate, provided that therequest therefor and issuance thereof have been made before the Corporation hasnotice that such shares have been acquired by a bona fide purchaser.

 

Section 5-5. Uncertificated Shares.  Notwithstanding any other provision inthese Bylaws, shares of the capital stock of the Corporation may beuncertificated, as provided under Section 1528(f) of the PennsylvaniaBusiness Corporation Law.  The Corporation may adopt a system of issuance,recordation and transfer of its shares by electronic or other means notinvolving any issuance of certificates, including provisions for notice topurchasers in substitution for any required statements or certificates, and asmay be required by applicable law, which system has been approved by theSecurities and Exchange Commission.  Any system so adopted shall notbecome effective as to issued and outstanding certificated securities until thecertificates therefore have been surrendered to the Corporation. Uncertificated shares of stock of the Corporation shall only be transferred onthe books of the Corporation by the holder of record thereof or by such holder’sattorney duly authorized in writing, upon proper instructions from the holderof the uncertificated shares.  In the event of such transfer ofuncertificated shares, it shall be the duty of the Corporation to evidence theissuance of uncertificated shares to the person entitled thereto, and recordthe transaction on its books.

 

**ARTICLE VI. - NOTICES - COMPUTING TIME PERIODS**

 

Section 6-1.  Contents of Notice.   Whenever any notice of a meeting isrequired to be given pursuant to these Bylaws, the Corporation’s Articles ofIncorporation (the “Articles”) or otherwise, the notice shall specify: (a) theplace, date and time of the meeting; (b) in the case of a special meetingof shareholders or where otherwise required by law or the Bylaws, the generalnature of the business to be transacted at such meeting; and (c) any otherinformation required by law.

 

Section 6-2.  Method of Notice.   Whenever written notice is required to begiven to any person under the provisions of the Articles or these Bylaws, itmay be given to the person either personally or by sending a copy thereof byfirst class or express mail, postage prepaid, or by telegram (with messengerservice specified), telex or TWX (with answerback received) or courier service,charges prepaid, or by facsimile transmission, to such person’s address (or tosuch person’s telex, TWX, telecopier or telephone number) appearing on thebooks of the Corporation or, in the case of Directors, supplied by suchDirector to the Corporation for the purpose of notice. If the notice is sent bymail, telegraph or courier service, it shall be deemed to have been given tothe person entitled thereto when deposited in the United States mail or with atelegraph office or courier service for delivery to that person or, in the caseof telex or TWX, when dispatched. Except as otherwise provided herein, or asotherwise directed by the Board of Directors, notices of meetings may be givenby, or at the direction of, the Secretary.

 

Section 6-3.  Computing Time Periods.

 

(a)   Days to be Counted.   In computing thenumber of days for purposes of these Bylaws, all days shall be counted,including Saturdays, Sundays or a holiday on which national banks are or mayelect to be closed (“Holiday”); provided, 

 

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however,that if the final day of any time period falls on a Saturday, Sunday orHoliday, then the final day shall be deemed to be the next day which is not aSaturday, Sunday or Holiday. In computing the number of days for the purpose ofgiving notice of any meeting, the date upon which the notice is given shall becounted but the day set for the meeting shall not be counted.

 

(b)   One Day Notice.   In any case whereonly one day’s notice is being given, notice must be given at least 24 hours inadvance of the date and time specified for the meeting in question, by deliveryin person, telephone, telex, TWX, facsimile or similar means of communication.

 

Section 6-4.  Waiver of Notice.   Whenever any notice is required to begiven by law or the Articles or these Bylaws, a waiver thereof in writing,signed by the person or persons entitled to the notice, whether before or afterthe time stated therein, shall be deemed equivalent to the giving of thenotice. Except as otherwise required by law or the next sentence, neither thebusiness to be transacted at, nor the purpose of, a meeting need be specifiedin the waiver of notice of the meeting. In the case of a special meeting ofshareholders, the waiver of notice shall specify the general nature of thebusiness to be transacted. Attendance of a person at any meeting shallconstitute a waiver of notice of the meeting except where a person attends ameeting for the express purpose of objecting, at the beginning of the meeting,to the transaction of any business because the meeting was not lawfully calledor convened.

 

Section 6-5.  Modification of Proposal Contained in Notice.   Whenever thelanguage of a proposed resolution is included in a written notice of a meetingrequired to be given under the provisions of the Pennsylvania BCL or theArticles or these Bylaws, the meeting considering the resolution may, withoutfurther notice, adopt it with such clarifying or other amendments as do notenlarge its original purpose.

 

Section 6-6.  Bulk Mail.   If the Corporation has more than 30 shareholders,notice of any regular or special meeting of the shareholders, or any othernotice required by the Pennsylvania BCL or by the Articles of these Bylaws tobe given to all shareholders or to all holders of a class or a series ofshares, may be given by any class of post-paid mail if the notice is depositedin the United States mail at least 20 days prior to the day named for themeeting or any corporate or shareholder action specified in the notice.

 

Section 6-7.  Shareholder without Forwarding Addresses.   Notice or othercommunications need not be sent to any shareholder with whom the Corporationhas been unable to communicate for more than 24 consecutive months becausecommunications to the shareholder are returned unclaimed or the shareholder hasotherwise failed to provide the Corporation with a current address. Whenever the shareholder provides the Corporation with a current address, theCorporation shall commence sending notices and other communications to theshareholder in the same manner as to other shareholders.

 

**ARTICLE VII. - LIMITATION OF DIRECTORS’ LIABILITYANDINDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS**

 

Section 7-1.  Limitation of Directors’ Liability.   No Director of theCorporation shall be personally liable for monetary damages as such for anyaction taken or any failure to take any action unless: (a) the Directorhas breached or failed to perform the duties of his or her office under thePennsylvania BCL, and (b) the breach or failure to perform constitutesself-dealing, willful misconduct or recklessness; provided, however, that theprovisions of this Section shall not apply to the responsibility orliability of a Director pursuant to any criminal statute, or to the liabilityof a Director for the payment of taxes pursuant to local, Pennsylvania orfederal law.

 

Section 7-2.  Indemnification and Insurance.

 

(a)   Indemnification of Directors and Officers.

 

(i)   Each Indemnitee (as defined below)shall be indemnified and held harmless by the Corporation for all actions takenby him or her and for all failures to take action (regardless of the date ofany such action or failure to take action) to the fullest extent permitted byPennsylvania law against all expense, liability and loss (including withoutlimitation attorneys fees, judgments, fines, taxes, penalties, and amounts paidor to be paid in settlement) reasonably incurred by or imposed upon theIndemnitee in connection with any Proceeding (as defined below). Noindemnification pursuant to this Section shall be made, however, in anycase where the act or failure to act giving rise to the claim forindemnification is determined by a court to have constituted willful misconductor recklessness.

 

(ii)   The right to indemnification providedin this Section shall include the right to have the expenses incurred bythe Indemnitee in defending any Proceeding paid by the Corporation in advanceof the final disposition of the Proceeding to the fullest extent permitted byPennsylvania law; provided that, if Pennsylvania law continues 

 

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soto require, the payment of such expenses incurred by the Indemnitee in advanceof the final disposition of a Proceeding shall be made only upon delivery tothe Corporation of an undertaking, by or on behalf of the Indemnitee, to repayall amounts so advanced without interest if it shall ultimately be determinedthat the Indemnitee is not entitled to be indemnified under this Section orotherwise.

 

(iii)   Indemnification pursuant to this Section shallcontinue as to an Indemnitee who has ceased to be a Director or officer andshall inure to the benefit of his or her heirs, executors and administrators.

 

(iv)   For purposes of this Article, (A) “Indemnitee”shall mean each Director or officer of the Corporation who was or is a partyto, or is threatened to be made a party to, or is otherwise involved in, anyProceeding, by reason of the fact that he or she is or was a Director orofficer of the Corporation or is or was serving in any capacity at the requestor for the benefit of the Corporation as a director, officer, employee, agent,partner, or fiduciary of, or in any other capacity for, another corporation orany partnership, joint venture, trust, employee benefit plan, or otherenterprise; and (B) “Proceeding” shall mean any threatened, pending orcompleted action, suit or proceeding (including without limitation an action,suit or proceeding by or in the right of the Corporation), whether civil,criminal, administrative, investigative or through arbitration.

 

(b)   Indemnification of Employees and Other Persons.  The Corporation may, by action of its Board of Directors and to the extentprovided in such action, indemnify employees and other persons as though theywere Indemnitees. To the extent that an employee or agent of the Corporationhas been successful on the merits or otherwise in defense of any Proceeding orin defense of any claim, issue or matter therein, the Corporation shallindemnify such person against expenses (including attorneys’ fees) actually andreasonably incurred by such person in connection therewith.

 

(c)   Non-Exclusivity of Rights.   Therights to indemnification and to the advancement of expenses provided in this Article shallnot be exclusive of any other rights that any person may have or hereafteracquire under any statute, provision of the Articles or Bylaws, agreement, voteof shareholders or Directors, or otherwise.

 

(d)   Insurance.   The Corporation maypurchase and maintain insurance, at its expense, for the benefit of any personon behalf of whom insurance is permitted to be purchased by Pennsylvania lawagainst any expense, liability or loss, whether or not the Corporation wouldhave the power to indemnify such person under Pennsylvania or other law. TheCorporation may also purchase and maintain insurance to insure itsindemnification obligations whether arising hereunder or otherwise.

 

(e)   Fund For Payment of Expenses.   TheCorporation may create a fund of any nature, which may, but need not be, underthe control of a trustee, or otherwise may secure in any manner itsindemnification obligations, whether arising hereunder, under the Articles, byagreement, vote of shareholders or Directors, or otherwise.

 

Section 7-3.  Amendment.   The provisions of this Article VII relatingto the limitation of Directors’ liability, to indemnification and to theadvancement of expenses shall constitute a contract between the Corporation andeach of its Directors and officers which may be modified as to any Director orofficer only with that person’s consent or as specifically provided in thisSection. Notwithstanding any other provision of these Bylaws relating to theiramendment generally, any repeal or amendment of this Article VII which isadverse to any Director or officer shall apply to such Director or officer onlyon a prospective basis, and shall not reduce any limitation on the personalliability of a Director of the Corporation, or limit the rights of anIndemnitee to indemnification or to the advancement of expenses with respect toany action or failure to act occurring prior to the time of such repeal oramendment. Notwithstanding any other provision of these Bylaws, no repeal oramendment of these Bylaws shall affect any or all of this Article so aseither to reduce the limitation of Directors’ liability or limitindemnification or the advancement of expenses in any manner unless adopted by(a) the unanimous vote of the Directors of the Corporation then serving,or (b) the affirmative vote of shareholders entitled to cast not less thana majority of the votes that all shareholders are entitled to cast in theelection of Directors; provided that no such amendment shall have retroactiveeffect inconsistent with the preceding sentence.

 

Section 7-4.  Changes in Pennsylvania Law.   References in this Article VIIto Pennsylvania law or to any provision thereof shall be to such law as itexisted on the date this Article VII was adopted or as such law thereaftermay be changed; provided that (a) in the case of any change which expandsthe liability of Directors or limits the indemnification rights or the rightsto advancement of expenses which the Corporation may provide, the rights tolimited liability, to indemnification and to the advancement of expensesprovided in this Article shall continue as theretofore to the extentpermitted by law; and (b) if such change permits the Corporation withoutthe requirement of any further action by shareholders or Directors to limitfurther the liability of Directors (or limit the liability of officers) or toprovide broader indemnification rights or rights to the advancement of expensesthan the Corporation was permitted to provide prior to such change, thenliability thereupon shall be so limited and the rights to indemnification andthe advancement of expenses shall be so broadened to the extent permitted bylaw.

 

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**ARTICLE VIII. - FISCAL YEAR**

 

Section 8-1.  Determination of Fiscal Year.   The Board of Directors shallhave the power by resolution to fix the fiscal year of the Corporation. If theBoard of Directors shall fail to do so, the President shall fix the fiscalyear.

 

**ARTICLE IX. - AMENDMENTS**

 

Section 9-1.  Except as otherwise expressly provided in Section 7-3:

 

(a)   Shareholders.   The shareholdersentitled to vote thereon shall have the power to alter, amend, or repeal theseBylaws, by the vote of shareholders entitled to cast at least a majority of thevotes which all shareholders are entitled to cast thereon, at any regular orspecial meeting, duly convened after notice to the shareholders of suchpurpose. In the case of a meeting of shareholders to amend or repeal theseBylaws, written notice shall be given to each shareholder that the purpose, orone of the purposes, of the meeting is to consider the adoption, amendment orrepeal of the Bylaws.

 

(b)   Board of Directors.   The Board ofDirectors (but not a committee thereof), by a vote of the majority of Directorsthen in office, shall have the power to alter, amend, and repeal these Bylaws,regardless of whether the shareholders have previously adopted the Bylaw beingamended or repealed, subject to the power of the shareholders to change suchaction, provided that the Board of Directors shall not have the power to amendthese Bylaws on any subject that is expressly committed to the shareholders bythe express terms hereof, by Section 1504 of the Pennsylvania BCL orotherwise.

 

**ARTICLE X. - INTERPRETATION OF BYLAWS -SEPARABILITY**

 

Section 10-1.  Interpretation.   All words, terms and provisions of theseBylaws shall be interpreted and defined by and in accordance with thePennsylvania BCL. If any provision of these Bylaws shall be inconsistent withany provision of the Articles, the provision of the Articles shall prevail.Where any provision of these Bylaws refers to a rule or process as setforth in these Bylaws, the reference shall be construed to include and besatisfied by any rule or process on the same subject set forth in theArticles.

 

Section 10-2.  Separability.   The provisions of these Bylaws are independentof and separable from each other, and no provision shall be affected orrendered invalid or unenforceable by virtue of the fact that for any reason anyother or others of them may be invalid or unenforceable in whole or in part.

 

**ARTICLE XI. - DETERMINATIONS BY THE BOARD**

 

Section 11-1.  Effect of Board Determinations.   Any determination involvinginterpretation or application of these Bylaws made in good faith by the Boardof Directors shall be final, binding and conclusive on all parties in interest.

 

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