Corporate Bylaws - Pennsylvania

BYLAWS OF [____________________], a Pennsylvania corporation

A for-profit business corporation organized under the Pennsylvania Business Corporation Law of 1988, 15 Pa.C.S. § 1101 et seq. (the "BCL").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Office
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Provisions
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED OFFICE

Section 1.1 Registered Office. Pursuant to 15 Pa.C.S. § 1507, the corporation shall have and continuously maintain in Pennsylvania a registered office, which may, but need not, be the same as its place of business. The registered office is [____________________]. The corporation may change its registered office by filing the appropriate document with the Pennsylvania Department of State or by including the address of the new registered office in any annual report or amendment as permitted by the BCL.

Section 1.2 Other Offices. The corporation may also have offices and places of business at such other locations, within or without the Commonwealth of Pennsylvania, as the Board of Directors (the "Board") may from time to time determine or the business of the corporation may require.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to 15 Pa.C.S. § 1755, an annual meeting of the shareholders for the election of directors and the transaction of other business shall be held on the date and at the time fixed by or in the manner provided in these Bylaws. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. The failure to hold the annual meeting at the designated time, or to elect a sufficient number of directors, does not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation.

Section 2.2 Special Meetings. Pursuant to 15 Pa.C.S. § 1755, special meetings of the shareholders may be called at any time by the Board, or by such officers or other persons as may be authorized by the Articles or these Bylaws. At any time, upon written request of any person entitled to call a special meeting, it shall be the duty of the Secretary to fix the time of the meeting as provided in that section.

Section 2.3 Place of Meetings. Pursuant to 15 Pa.C.S. § 1704, meetings of shareholders may be held at such geographic location, within or without the Commonwealth, as the Board may fix; if no location is so fixed, meetings shall be held at the registered office or principal place of business. The Board may, in its discretion, determine that a meeting be held by means of the internet or other electronic communications technology as permitted by the BCL.

Section 2.4 Notice of Meetings. Pursuant to 15 Pa.C.S. § 1704 and § 1702, written notice of every meeting of shareholders, specifying the place (if any), day, hour, and means of remote communication (if any), and, in the case of a special meeting, the general nature of the business to be transacted, shall be given to each shareholder of record entitled to vote at the meeting at least five (5) days before the day of the meeting in the case of a meeting that will consider a fundamental change under Chapter 19 of the BCL, and at least ten (10) days before the day of the meeting in any other case (or such other period as the BCL requires for a particular action).

Section 2.5 Waiver of Notice. Pursuant to 15 Pa.C.S. § 1705, whenever notice is required to be given, a written waiver signed by the person entitled to notice, whether before or after the time stated therein, is deemed equivalent to notice. Attendance of a person at a meeting waives notice except where the person attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

Section 2.6 Record Date. Pursuant to 15 Pa.C.S. § 1763, the Board may fix a record date for determining the shareholders entitled to notice of or to vote at a meeting, to express consent or dissent to corporate action without a meeting, or to receive a distribution, which date shall not be more than ninety (90) days before the date of the meeting or other action. If no record date is fixed, the record date shall be determined as provided in that section.

Section 2.7 Voting Lists. Pursuant to 15 Pa.C.S. § 1764, the officer or agent having charge of the transfer books shall make a complete list of the shareholders entitled to vote at any meeting, arranged in alphabetical order with the address of and number of shares held by each, and shall keep the list available for inspection as required by that section.

Section 2.8 Quorum. Pursuant to 15 Pa.C.S. § 1756, unless otherwise provided in a bylaw adopted by the shareholders, a quorum for the consideration of and action on a particular matter shall consist of the presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on the matter (and, if a class vote applies, at least a majority of the votes entitled to be cast in the class vote). The shareholders present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.9 Voting. Pursuant to 15 Pa.C.S. § 1758, except as otherwise provided in the BCL or the Articles, every shareholder entitled to vote shall have one (1) vote for every share standing in the shareholder's name. Pursuant to 15 Pa.C.S. § 1757, when a quorum is present, the acts of shareholders are decided by the vote of shareholders entitled to cast at least a majority of the votes that all voting shareholders present and voting are entitled to cast, except where the BCL or the Articles require a different vote. Directors are elected by a plurality of the votes cast except as otherwise provided in the Articles.

Section 2.10 Proxies. Pursuant to 15 Pa.C.S. § 1759, every shareholder entitled to vote may authorize another person to act for the shareholder by proxy. A proxy, unless coupled with an interest, is revocable at will. No unrevoked proxy is valid after three (3) years from its date unless a longer time is expressly provided therein.

Section 2.11 Action by Written Consent. Pursuant to 15 Pa.C.S. § 1766, any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting (a) by unanimous written consent of all shareholders entitled to vote thereon, or (b) if the Articles so provide, by the written consent of shareholders who would be entitled to cast at least the minimum number of votes that would be necessary to take the action at a meeting at which all shareholders entitled to vote were present and voting, in which case prompt notice of the action shall be given to all shareholders who did not consent in writing. In all cases the consents shall be filed with the minutes of the proceedings of the shareholders.

Section 2.12 Adjournment. Any meeting at which directors are to be elected that has been adjourned for lack of a quorum, and any meeting adjourned for an aggregate of at least fifteen (15) days for lack of a quorum with proper notice, shall be governed by the quorum provisions of 15 Pa.C.S. § 1756(b).

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to 15 Pa.C.S. § 1721, all powers enumerated in the BCL and the Articles, and all corporate powers, shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board, except as otherwise provided by the BCL or the Articles.

Section 3.2 Number and Qualifications. Pursuant to 15 Pa.C.S. § 1723, the Board shall consist of one (1) or more directors as fixed by or in the manner provided in these Bylaws. The number of directors is [____], or shall be fixed from time to time as provided in these Bylaws. Pursuant to 15 Pa.C.S. § 1722, directors need not be residents of Pennsylvania or shareholders of the corporation unless the Articles or these Bylaws so require.

Section 3.3 Election and Term. Pursuant to 15 Pa.C.S. §§ 1724 and 1725, directors shall be elected by the shareholders, and each director shall hold office until the expiration of the term for which the director was selected and until a successor is selected and qualified or until the director's earlier death, resignation, or removal.

Section 3.4 Resignation. A director may resign at any time upon written notice to the corporation. The resignation is effective upon receipt unless it specifies a later effective time.

Section 3.5 Removal. Pursuant to 15 Pa.C.S. § 1726, the entire Board, a class of the Board, or any individual director may be removed from office by the vote of the shareholders entitled to elect the director(s), in the manner and subject to the limitations set forth in that section (including the protections for directors elected by cumulative voting and by a particular class).

Section 3.6 Vacancies. Pursuant to 15 Pa.C.S. § 1725, vacancies on the Board, including vacancies resulting from an increase in the number of directors, may be filled by a majority vote of the remaining members of the Board though less than a quorum, or by a sole remaining director, and each person so selected shall be a director to serve for the balance of the unexpired term, except as that section otherwise provides.

Section 3.7 Regular Meetings. Pursuant to 15 Pa.C.S. § 1703, regular meetings of the Board may be held at such times and places, within or without the Commonwealth, as the Board may determine, and may be held without notice if these Bylaws so provide.

Section 3.8 Special Meetings. Special meetings of the Board may be called by [the Chair of the Board / the President / any two (2) directors], to be held at such time and place, within or without the Commonwealth, as may be designated in the notice.

Section 3.9 Notice of Special Meetings. Pursuant to 15 Pa.C.S. § 1703, unless otherwise provided in these Bylaws, written notice of every special meeting of the Board shall be given to each director at least five (5) days before the day appointed for the meeting; provided that such notice may be given by any means permitted by 15 Pa.C.S. § 1702. The business to be transacted at, and the purpose of, a regular or special meeting need not be specified in the notice unless required by these Bylaws.

Section 3.10 Quorum and Voting. Pursuant to 15 Pa.C.S. § 1727, unless otherwise provided in the Articles or these Bylaws, a majority of the directors in office shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the Board. The Articles or these Bylaws may provide for a greater number, or may permit a quorum of not fewer than one-third (1/3) of the directors in office, as provided in that section.

Section 3.11 Telephonic and Electronic Participation. Pursuant to 15 Pa.C.S. § 1708, unless otherwise restricted in the Articles or these Bylaws, one or more directors may participate in a meeting of the Board or a committee by means of conference telephone or other electronic technology by which all persons participating can hear each other, and such participation constitutes presence in person at the meeting.

Section 3.12 Action Without Meeting. Pursuant to 15 Pa.C.S. § 1727(b), unless otherwise restricted in the Articles or these Bylaws, any action required or permitted to be taken at a meeting of the Board or a committee may be taken without a meeting if, before or after the action, a consent or consents in writing setting forth the action taken are signed by all of the directors in office (or all of the committee members, as the case may be) and are filed with the Secretary.

Section 3.13 Compensation. Pursuant to 15 Pa.C.S. § 1730, the Board has authority to fix the compensation of directors for their services as directors and as members of committees, and a director may also serve the corporation in another capacity and receive compensation therefor.

Section 3.14 Standard of Care; Reliance. Pursuant to 15 Pa.C.S. § 1712, a director shall stand in a fiduciary relation to the corporation and shall perform the director's duties in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, skill, and diligence, as a person of ordinary prudence would use under similar circumstances, and is entitled to rely in good faith on the information, opinions, reports, and statements described in that section. The business judgment rule and the absence of any duty to consider the interests of any particular constituency are as provided in 15 Pa.C.S. §§ 1715–1716.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to 15 Pa.C.S. § 1731, the Board may, by resolution adopted by a majority of the directors in office, establish one or more committees, each consisting of one or more directors, and may designate one or more directors as alternate members of any committee.

Section 4.2 Authority of Committees. Any committee, to the extent provided in the resolution of the Board or in these Bylaws, shall have and may exercise all of the powers and authority of the Board. A committee shall not have any power or authority as to the following: (a) the submission to shareholders of any action requiring approval of shareholders under the BCL; (b) the creation or filling of vacancies on the Board; (c) the adoption, amendment, or repeal of these Bylaws; (d) the amendment or repeal of any resolution of the Board that by its terms is amendable or repealable only by the Board; and (e) action on matters committed by these Bylaws or a Board resolution exclusively to another committee of the Board, all as provided in 15 Pa.C.S. § 1731.

Section 4.3 Committee Procedures. The provisions of the BCL and these Bylaws governing notice, waiver of notice, quorum and voting, electronic participation, and action without a meeting applicable to the Board shall apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to 15 Pa.C.S. § 1732, the corporation shall have a President, a Secretary, and a Treasurer, or persons who act as such regardless of the name or title by which they are designated, elected or appointed by the Board, and may have such other officers and assistant officers as the Board deems advisable. Any number of offices may be held by the same person.

Section 5.2 Appointment and Term. Officers shall be elected or appointed by the Board (or, to the extent authorized by the Board or these Bylaws, by an officer) and shall hold office for such terms as the Board may determine, and until a successor is selected and qualified or until the officer's earlier death, resignation, or removal.

Section 5.3 Resignation and Removal. Pursuant to 15 Pa.C.S. § 1733, any officer may resign at any time upon written notice to the corporation. Any officer may be removed by the Board with or without cause; the removal of an officer is without prejudice to the contract rights, if any, of the officer.

Section 5.4 President. The President shall be the chief executive officer of the corporation (unless the Board designates another officer as such), shall have general supervision over the business and affairs of the corporation subject to the control of the Board, shall preside at meetings of the shareholders and of the Board in the absence of a Chair of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) attend and keep minutes of the meetings of the shareholders and the Board and a record of actions taken without a meeting; (b) give all notices required by the BCL, the Articles, or these Bylaws; (c) be custodian of the corporate records and of the seal, if any; (d) maintain the share transfer records and voting lists; and (e) perform such other duties as the Board or the President may assign.

Section 5.6 Treasurer. The Treasurer shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep full and accurate accounts of receipts and disbursements; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Officer's Standard of Care. Pursuant to 15 Pa.C.S. § 1734, each officer shall perform the officer's duties under the Articles, these Bylaws, and the BCL in good faith, in a manner the officer reasonably believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, skill, and diligence, as a person of ordinary prudence would use under similar circumstances, and is entitled to the reliance protections of that section.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. The Board may authorize the issuance of shares for such consideration as is permitted by the BCL, and shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates. Pursuant to 15 Pa.C.S. § 1528, if shares are represented by certificates, every share certificate shall set forth on its face the name of the issuing corporation, that the corporation is incorporated under the laws of Pennsylvania, the name of the person to whom issued, and the number and class (and series, if any) of shares represented, and shall be signed by the officers and registered in the manner provided by that section. Any signature may be a facsimile.

Section 6.3 Uncertificated Shares. Pursuant to 15 Pa.C.S. § 1528, the Board may provide that some or all of any class or series of shares shall be uncertificated shares. Within a reasonable time after issuance or transfer of uncertificated shares, the corporation shall send the registered owner a written notice of the information required by that section to be set forth on certificates.

Section 6.4 Transfer of Shares. Pursuant to 15 Pa.C.S. § 1529, transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any restriction on transfer.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of shares as permitted by the BCL, provided the restriction is noted conspicuously on the certificate or in the notice for uncertificated shares.

Section 6.6 Lost, Stolen, or Destroyed Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, stolen, or destroyed, upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Third-Party Actions. Pursuant to 15 Pa.C.S. § 1741, the corporation shall indemnify, to the fullest extent permitted by the BCL, any person who was or is a party (or is threatened to be made a party) to any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), by reason of the fact that the person is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another entity, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with the action or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe the conduct was unlawful.

Section 7.2 Derivative and Corporate Actions. Pursuant to 15 Pa.C.S. § 1742, the corporation shall indemnify, to the fullest extent permitted by the BCL, any person who was or is a party (or is threatened to be made a party) to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor, by reason of the person's service in a capacity described in Section 7.1, against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of the action, if the person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which the person has been adjudged to be liable to the corporation unless and only to the extent that the court determines, upon application, that the person is fairly and reasonably entitled to indemnity for the expenses the court deems proper.

Section 7.3 Mandatory Indemnification. Pursuant to 15 Pa.C.S. § 1743, to the extent that a representative of the corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in Section 7.1 or 7.2, or in defense of any claim, issue, or matter therein, the person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in connection therewith.

Section 7.4 Procedure for Effecting Indemnification. Pursuant to 15 Pa.C.S. § 1744, unless ordered by a court, any indemnification under Section 7.1 or 7.2 shall be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper because the representative has met the applicable standard of conduct. The determination shall be made: (a) by the Board by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding; (b) if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (c) by the shareholders.

Section 7.5 Advancing Expenses. Pursuant to 15 Pa.C.S. § 1745, expenses (including attorneys' fees) incurred in defending any action or proceeding referred to in this Article may be paid by the corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of the representative to repay the amount if it is ultimately determined that the person is not entitled to be indemnified by the corporation. Except as otherwise provided in these Bylaws, advancement of expenses shall be authorized by the Board.

Section 7.6 Supplementary Coverage. Pursuant to 15 Pa.C.S. § 1746, the indemnification and advancement of expenses provided by, or granted pursuant to, this Article are not exclusive of any other rights to which a person seeking indemnification or advancement may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office; provided that no indemnification may be made in any case where the act or failure to act giving rise to the claim is determined by a court to have constituted willful misconduct or recklessness.

Section 7.7 Insurance. Pursuant to 15 Pa.C.S. § 1747, the corporation may purchase and maintain insurance on behalf of any person who is or was a representative of the corporation, or who is or was serving at the request of the corporation as a representative of another entity, against any liability asserted against the person and incurred in any such capacity or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against that liability under this Article.

Section 7.8 Duration and Extent of Coverage. Pursuant to 15 Pa.C.S. § 1750, the indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a representative of the corporation and shall inure to the benefit of the heirs and personal representatives of that person.

ARTICLE VIII — DISTRIBUTIONS

Section 8.1 Authorization. Pursuant to 15 Pa.C.S. § 1551, the Board may authorize, and the corporation may make, distributions to its shareholders (including dividends) at such times and in such amounts as the Board determines, subject to any restriction in the Articles.

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would be unable to pay its debts as they become due in the usual course of its business; or (b) the total assets of the corporation would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, all as provided in 15 Pa.C.S. § 1551.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution in accordance with 15 Pa.C.S. § 1763.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. The corporation shall keep complete and accurate books and records of account, minutes of the proceedings of its shareholders and Board, and a record of all actions taken without a meeting, and shall maintain a share register or transfer records giving the names and addresses of all shareholders and the number, class, and series of shares held by each.

Section 9.2 Inspection Rights. Every shareholder shall, upon written verified demand stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the share register, books and records of account, and records of the proceedings of the shareholders and directors, and to make copies or extracts therefrom, as provided by the BCL.

Section 9.3 Form of Records. Pursuant to 15 Pa.C.S. § 1508, the corporation may keep its corporate records in any form of information storage (including electronic form) capable of being converted into clearly legible written form within a reasonable time.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine. The use or nonuse of a corporate seal does not affect the validity of any instrument. Pursuant to 15 Pa.C.S. § 1506, the form of execution of corporate instruments is as provided in that section.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Persons Bound by Bylaws. Pursuant to 15 Pa.C.S. § 1505, these Bylaws are binding upon the directors, officers, and shareholders of the corporation, but a provision of these Bylaws affecting the rights of third parties is effective against a third party only as provided in that section.

Section 10.4 Conflict with Articles or BCL. In the event of any conflict between these Bylaws and the Articles or the BCL, the Articles or the BCL, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 General Rule. Pursuant to 15 Pa.C.S. § 1504, except as otherwise provided in the BCL, the shareholders entitled to vote shall have the power to adopt, amend, and repeal these Bylaws. Except as provided in subsection (b) of that section, the authority to adopt, amend, and repeal these Bylaws may be, and hereby is, expressly vested in the Board, subject to the power of the shareholders to change such action.

Section 11.2 Limitations. The Board shall not have the authority to adopt or change a bylaw on any subject that is committed expressly to the shareholders by the BCL (including the matters listed in 15 Pa.C.S. § 1504(b), such as authorized shares, personal liability of directors and officers, selection and removal of directors, shareholder quorum, and action by shareholders). Notice of a meeting of shareholders called to consider the adoption, amendment, or repeal of these Bylaws shall include a copy of the proposed amendment or a summary of the changes, as required by 15 Pa.C.S. § 1504(a).

Section 11.3 Amendment of Voting Provisions. Pursuant to 15 Pa.C.S. § 1504(d), unless otherwise provided in a bylaw adopted by the shareholders, whenever these Bylaws require for any action by the shareholders a specific number or percentage of votes, the provision setting forth that requirement shall not be amended or repealed by any lesser number or percentage of votes.

ARTICLE XII — EMERGENCY PROVISIONS

Section 12.1 Emergency. This Article shall be operative during any emergency resulting from a catastrophic event, attack, or other circumstance that makes it impracticable for a quorum of the Board to be readily assembled, notwithstanding any different provision elsewhere in these Bylaws.

Section 12.2 Notice and Quorum During Emergency. During an emergency, notice of a Board meeting need be given only to those directors whom it is feasible to reach and may be given by any practicable means. The director or directors in attendance at the meeting shall constitute a quorum. To the extent required to achieve a quorum, one or more officers of the corporation present at the meeting may be deemed directors for the meeting, in such order of rank and seniority as the Board may by resolution provide.

Section 12.3 Lines of Succession; Relocation. The Board may, consistent with the BCL, adopt resolutions providing lines of succession for officers and directors, the relocation of the principal place of business or registered office, and the designation of alternative offices, in the event of an emergency.

Section 12.4 Effect; Liability. Corporate action taken in good faith during an emergency to further the ordinary business affairs of the corporation binds the corporation and shall not be the basis for the imposition of liability on any director, officer, employee, or agent. This Article shall cease to be operative upon termination of the emergency.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Pennsylvania corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation pursuant to 15 Pa.C.S. §§ 1310 and 1504 by [the incorporator(s) / the Board of Directors] on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Pennsylvania Business Corporation Law of 1988, 15 Pa.C.S. § 1101 et seq. (part of Title 15, Corporations and Unincorporated Associations)
• 15 Pa.C.S. § 1310 (organization meeting); § 1504 (adoption, amendment and contents of bylaws); § 1505 (persons bound by bylaws); § 1506 (form of execution of instruments)
• 15 Pa.C.S. § 1507 (registered office); § 1508 (form of records)
• 15 Pa.C.S. § 1528 (share certificates; uncertificated shares); § 1529 (transfer of securities); § 1551 (distributions to shareholders)
• 15 Pa.C.S. § 1702 (manner of giving notice); § 1703 (place and notice of meetings of board of directors); § 1704 (place and notice of meetings of shareholders); § 1705 (waiver of notice); § 1708 (conference telephone or other electronic technology)
• 15 Pa.C.S. § 1712 (standard of care, justifiable reliance and business judgment rule); §§ 1715–1716 (exercise of powers; alternative standard); § 1734 (officer's standard of care)
• 15 Pa.C.S. § 1721 (board of directors); § 1722 (qualifications); § 1723 (number); § 1724 (term); § 1725 (selection of directors / vacancies); § 1726 (removal of directors); § 1727 (quorum of and action by directors); § 1729 (voting rights of directors); § 1730 (compensation); § 1731 (executive and other committees); § 1732 (officers); § 1733 (removal of officers and agents)
• 15 Pa.C.S. § 1755 (time of holding meetings of shareholders); § 1756 (quorum); § 1757 (action by shareholders); § 1758 (voting rights of shareholders); § 1759 (voting and other action by proxy); § 1763 (determination of shareholders of record); § 1764 (voting lists); § 1766 (consent of shareholders in lieu of meeting)
• 15 Pa.C.S. §§ 1741–1750 (indemnification): § 1741 (third-party actions); § 1742 (derivative and corporate actions); § 1743 (mandatory indemnification); § 1744 (procedure for effecting indemnification); § 1745 (advancing expenses); § 1746 (supplementary coverage); § 1747 (power to purchase insurance); § 1748 (application to surviving or new corporations); § 1749 (application to employee benefit plans); § 1750 (duration and extent of coverage)