BYLAWS

OF

PHILADELPHIA RAILROAD AND STEAM WORKS MUSEUM, INC.

These Bylaws are adopted by this Non-Profit Corporation and are supplemental to the Pennsylvania Business Corporation Law of 1988, as amended, as the same shall from time to time be in effect.

ARTICLE I.  NAME AND SEAL

Section 101.  Name. The name of the Non-Profit Corporation Philadelphia Railroad and Steam Works Museum, Inc. hereinafter referred to as “PRSWM” or “Corporation.”

Section 102.  State of Incorporation.  The Corporation has been incorporated under the laws of the Commonwealth of Pennsylvania. It is incorporated as a non-profit, 501(c) (3) tax exempt organization under the laws of the Commonwealth of PENNSYLVANIA

Section 103: Purpose. The purposes of PRSWM, as set forth in the Articles of Incorporation, are exclusively charitable or educational, within the meaning of section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or the corresponding provision of any future Federal tax law. In furtherance of such purposes, The PRSWM shall have the same powers as an individual to do all things necessary or convenient to carry out the purposes, as set forth in these Bylaws.

Section 104. Seal.  The corporation seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its organization, the words “Corporate seal”, and the name of the State of Incorporation.  The seal may be used by any person authorized by the Board of Directors of the Corporation or by these Bylaws by causing the seal or facsimile thereof to be impressed or affixed, in any manually reproduced.

Section 105: Anti-Discrimination Policy. The PRSWM will not practice or permit any unlawful discrimination on the basis of sex, age, race, color, national origin, religion, physical handicap or disability, or any other basis prohibited by law.

Section 106: Pronouns. At any place in these Bylaws where a male pronoun is used, it shall refer to a person of any gender.

Section 107: Amendments. These Bylaws may be altered, amended, or repealed, or new Bylaws adopted, upon recommendation of the two-thirds vote of the Board of Directors. Any proposed change or amendment to the bylaws may be submitted to the Board of Directors in writing by any member in good standing of PRSWM.

Section 108: Availability. The Board of Directors will be responsible for making these Bylaws publicly available.

Section 109: Non-stock Organization. The organization is organized on a non-stock basis..

ARTICLE II.  REGISTERED AND PRINCIPAL OFFICES

Section 201. Principal Office.  The Board of Directors shall fix the location of the Corporation’s principal place of business within the state of Pennsylvania.  The Corporation may have such other offices, either within the state of Pennsylvania, as the Board of Directors may designate or as the business of the Non-Profit Corporation may require.

Section 202. Registered Office;  Registered Agent.  The registered office or the Corporation required by the Pennsylvania Business Corporation Law of 1988 to be maintained in the state of Pennsylvania may be, but need not be, identical with the principal office in the state of Pennsylvania, and address of the registered office may be changed from time to time by the Board of Directors.  The Board of Directors shall also designate and maintain a registered agent within the state of Pennsylvania in accordance with the Pennsylvania Business Corporation Law of 1988.

Section 203.  Registered Office.  The registered office of the Corporation in the State of Incorporation shall be located at: 1204 South 2^nd Street, Philadelphia, Pennsylvania 19147. The Board of Directors may from time to time change the address of its registered office by duly adopted resolution and amend its Articles or file the appropriate statement with the Department of State.

ARTICLE III. MEMBERSHIP AND MEETINGS

Section 301.  Membership.  Membership only applies to the Main Board or subcommittees.  The Main “Board” consists of Officers of the Corporation and its members, and hereinafter referred to as “Board”. There is no general membership to vote at Annual “Board” Meetings.  Additional Membership to the Board or Subcommittees requires 3 / 4 votes existing Board members.  Subcommittee or Advisory Board members don’t not necessarily have a vote on the Board unless the person is on the Main “Board”.

Section 302.  Annual Board Meetings.  The annual Board meeting shall be held on the first Monday of December of each year at 10:00 A.M. for the purpose of electing directors and for the transaction of such other business as may come before the meeting.  If the day fixed for the annual meeting shall be a legal holiday in the state of Pennsylvania, such meeting shall be held on the next succeeding business day.  Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution on the Corporation.

Section 303.  Failure to Hold the Annual Board Meeting.  If the annual meeting is not held at the designated time, the president or the Board of Directors may call the annual meeting at a time fixed by them not more than 60 days after such designated time by proper notice designating the meeting as the annual meeting.  If the annual meeting is not held at the designated time or during the 60-day period thereafter, the annual meeting may be called by the Board.  In such event, notice shall be given not more than 15 days after the expiration of such 60-day period.  Such notice shall fix the time of the meeting at the earliest date permissible under the applicable notice requirements.

Section 304.  Special Meetings.  Special meetings of the Board, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by the Board of Directors, and shall be called by the president at the request of the Board of not less than 20 percent of all the outstanding Board membership of the Corporation entitled to vote at the meeting.  If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing specifying the time of such meeting and the general nature of the business proposed to be transacted.  The request shall be delivered personally or sent by registered mail or by telegraphic or facsimile transmission to the president or vice president and the secretary of the Corporation.  Upon receiving the request, the secretary shall cause notice of the meeting to be provided to the Board Members entitled to vote in accordance with Section 306.

Section 305.  Place of Meeting.  The Board of Directors may designate any place, either within or without the state of Pennsylvania, as the place of the meeting for any annual meeting or special meeting called by the Board of Directors.  A waiver of notice signed by all the Board Members entitled to vote at a meeting may designate any place, either within or without the state of Pennsylvania, as the place for holding the meeting.  If no designation is made, or if a special meeting is otherwise called, the place of meeting shall be at the principal office of the Corporation in the state of Pennsylvania.

Section 306.  Notice of Meeting.  Written notice stating the place, day and hour of the meeting and, in case of special meeting, the purpose or purposes for which the meeting is called, shall be delivered not fewer than 10 nor more than 50 days before the date of the meeting, either personally, electronically or by mail, by or at the direction of the president, the secretary, or persons calling the meeting, to each Board of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Board’s address as it appears on the books of the Corporation, postage paid.  An affidavit of the mailing or other means of giving notice of any Board meeting shall be executed by the secretary, assistant secretary, or any other person providing the notice on behalf of the Corporation.  Board may waive notice of any meeting by a signed writing.  Attendance by the Board at any meeting shall also constitute a waiver of notice of that meeting.

Section 307. Voting Record.  The officer or agent having charge of record of the Corporation shall make, at least 10 days before each Board meeting, a complete record of the Board entitled to vote at such meeting, or any adjournment of such meeting, arranged in alphabetical order, with the address held by each, which record, for a period of 10 days prior to the meeting, shall be kept on file at the registered office of the Corporation.  Such record shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any Board Member during the whole time of the meeting.

Section 308. Quorum.  A majorityof the Board membership of the Corpora­tion entitled to vote, represented in person or by proxy, shall constitute a quo­rum at a Board meeting.  If less than a majority of the Board are represented at a meeting a majority of the Board so represented may adjourn the meeting in accordance with Section 313.  The Board present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Board to leave fewer than a quorum.

Section 309. Proxies.  Atall meetings of Board, a Board member may vote in person, by proxy executed in electronically or writing by the Board Member.  Such proxy shall he filed with the secretary of the Corporation before, or at the time of, the meeting.  No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. A validly executed proxy, which does not state that it is irrevocable, shall continue in full force and effect unless (i) revoked by the person executing it prior to the vote by a writing signed by the Board Member and delivered to the Corporation stating that it is revoked or by a subsequent proxy executed by the person executing the earlier proxy or by the Board Member’s attendance at the meeting and voting in person; or (ii) written notice of death or incapacity of the maker of the proxy is received by the corporation prior to the vote.

Section 310.  Voting.  Each Board Member entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of the Board, except as otherwise provided in the articles of incorporation. The vote of the Board of a majority of the members present and entitled to vote at any duly organized meeting shall decide any question unless the vote of a greater num­ber shall he required by law or the articles of incorporation. Voting can be conducted by Electronic means.

Section 311.  Consent Resolutions.  Any action required to be taken at a meeting of the Board, or any other action which may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall he signed by all Board members entitled to vote with respect to the subject matter of the action.

Section 312.  Cumulative Voting.  At each election for directors, each Board Member entitled to vote shall he entitled to cast cumulative votes, either by giving one candidate as many votes as equals the number of directors to be elected, or by distribut­ing such cumulative votes among any number of such candidates.

Section 313.  Adjourned Meeting.  Any Board meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of Board Members represented at the meeting, either in person or by proxy, but in the absence of a quorum, no further business may be transacted.  If a meeting is adjourned, notice need not be given of the adjourned meeting if the time, date and place are announced at the meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date, and Board Members shall be notified in accordance with Section 305.

Section 314.  Election Inspectors.  Before any meeting of Board, the Board of Directors may appoint any persons other than the nominees for office to act as inspectors of election at the meeting or its adjournment.  The number of inspectors shall be either one or three. Inspectors shall (i) the existence of a quorum, and the authenticity, validity and effect of proxies; (ii) receive ballots, votes or consents; (iii) hear and determine all challenges in any way arising in connection with the right to vote; (iv) count and tabulate all votes and consents; (v) determine when polls should close; (vi) determine the result of the election; and (vii) do any other acts that may be required to properly and fairly conduct the election.

Section 315. Conduct of Board Members’ Meetings.  Subject to Section 1002 hereof, the President shall preside at all Board meetings, or, in his/her absence any vice-president.  The officer presiding over the Board Members’ meeting may establish such rules and regulations for the conduct of the meeting as he/she may deem to be reasonably necessary or desirable for the orderly and expeditious conduct of the meeting.  The revocation of a proxy shall not be effective until written notice thereof has been given to the Secretary of the Corporation.

ARTICLE IV. DIRECTORS AND BOARD MEETINGS

Section 401.  General Powers.  The business andaffairs of the Corporation shall bemanaged by its Board of Directors. The Board or Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statue or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the Board.  Without limiting this general power, the Board shall have the power and authority to (i) select and remove all officers, agents, and employees, prescribe their duties and fix their com­pensation; (ii) change the principal executive office or the principal business office of the Corporation, cause the Corporation to qualify to do business in all jurisdictions where it is doing business, and designate locations within and without the state of Pennsylvania for Board meetings; and (iii) borrow and incur indebtedness for corpo­rate purposes, execute and deliver notes, bonds, evidences of indebtedness, mortgages, or other security for any such indebtedness.

Section 402. Number of Directors and Tenure.  The Board of Directors shall consist of one or more directors.  The number of directors to be elected, subject to foregoing limits, shall be determined by resolution of the Board of Directors.  Each director shall hold office until the next annual meeting of Board and until the director’s successor has been duly elected and qualified, even though his or her term of office as herein provided has otherwise expired, except in event of his or her earlier resignation or removal.  Directors need not be residents of the state of Pennsylvania to serve.

Section 403. Resignations.  Any director may resign at any time.  Such resignation shall be in writing, but the acceptance thereof shall not be necessary to make it effective.

Section 404.  Removal. All or anynumber of the directors may be removed, with or without cause, at a special meeting of the Board called for that purpose, by a vote of the majority of the Board then entitled to vote at an election of directors. If fewer than all of the directors are removed, no one director may be removed if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election for the entire Board of Directors.

Section 405. Vacancies.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, event though less than a quorum of the Board of Directors, or by a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of the director’s predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of Board called for that purpose, unless otherwise provided in the articles of incorporation.

Section 406.  Regular Meetings.  A regular meeting of the Board of Directors shall be held on such day and at such hour as the Board shall from time to time designate.  The Board of Directors shall meet for reorganization at the first regular meeting following the annual meeting of Board at which the directors are elected.  The Board of Directors may provide by resolution the time and place, either within or with­out the state of Pennsylvania,for the holding of additional regular meetings without other notice than such resolution.  Notice of regular meetings of the Board of Directors need not be given.

Section 407.  Special Meetings.  Special meetings of the Board of Directors may be called by, or at the request of,the President or any director.  The per­son or persons authorized to call a special meeting of the Board may fix any place, either within or without the state of Pennsylvania, as the place for holding any special meeting of the Board of Directors called by him, her, or them.

Section 408.  Conference Call.  Any regular or special meeting of the Board of Directors may be by means of conference, telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other.  Participation in such a meeting shall constitute presence in person at the meeting.

Section 409.  Notice.  Notice of any special meeting shall be given at least 10 days prior to such meeting by written notice delivered personally or mailed to each director at the director’s business address, or by telegram.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, properly addressed with postage prepaid.  If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.  Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purposes of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

Section 410.  Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a majority is present at a meeting, the director or directors present may adjourn the meeting from time to time in accordance with Section 415.

Section 411.  Manner of Acting. The act of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 412. Compensation.  The Board shall not be paid for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation for such service.

Section 413.  Presumption of Assent. Adirector who is present at a meeting of the Board at which action on any corporate matter is taken is presumed to have assented to the action taken, unless the director’s dissent shall be entered in the minutes of the meeting, or unless the director shall file his or her written dissent to the action with the person acting as the secretary of the meeting before the adjournment of the meeting, or unless the director shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 414.  Action by Consent. Any action that may be taken at a meeting of the directors may be taken without a meeting is a consent in writing, set­ting forth the action so taken, shall be signed by all the directors.

Section 415.  Adjournment. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place for holding an adjourned meeting need not be given unless the meeting is adjourned for more than 24 hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of adjournment.

Section 416.  Standard of Care; Liability. Each director shall exercise such powers and otherwise perform such duties in good faith, in the matter which the director believes to be in the best interests of the Corporation and with such care, including reasonable inquiry using ordinary care and prudence as a person in a like position would use under similar circumstances. In perform­ing his or her duties, each director shall be entitled to rely on information, opinions, reports or statements, including financial statements or data pre­pared or presented by (i) one or more officers or employees of the Corporation which the director believes to be reliable and competent; (ii) counsel, indepen­dent accountants or similar outside experts; or (iii) a committee of the Board on which the director is not a member unless the director has reason to believe after reasonable inquiry that reliance on the report is not warranted.

Section 417.  Committees. The Board by resolution adopted by a majority of the directors may designate one or more committees, each consisting of one or more directors, to serve at the pleasure of the Board. Any such committee shall have the authority of the Board, except with respect to (i) the approval of any action which by law, articles of incorporation or these bylaws requires Board approval; (ii) the filling of vacancies on the Board or any com­mittee; (iii) the fixing of compensation for Board members; (iv) the amend­ment or repeal of bylaws or the adoption of new bylaws; (v) the amendment or repeal of any Board of Directors’ resolution; or (vi) the creation of other committees of the Board.

Section 418. Reports and Records.  The reports of officers and committees shall be filed with the Secretary of the Board.  The Board of Directors shall keep complete records of its proceedings in a minute book kept for that purpose.  When a director shall request it, the vote of each director upon a particular question shall be recorded in the minutes.

Section 419.  Chairman of the Board.  The directors may choose a Chairman of the Board who shall preside at the meetings of the Board, and perform such other duties as may be prescribed by the Board of Directors.

ARTICLE V. OFFICERS

Section 501.  Officers.  The officers of the Corporation shall include a Presi­dent, one or more Vice-Presidents, a Secretary, and a Treasurer, each of whom shall be appointed by the Board.  Such other officers and assistant officers and agents as may be deemed necessary may be appointed by the Board of Directors. Any two or more offices may be held by the same person.  Except for the President, Secretary and Treasurer, the Board may refrain from filling any of said offices at any time and from time to time.

Section 502.  Appointment; Term of Office. Theofficers of the Corporation to be appointed by the Board shall be appointed annually at the first meeting of the Board held after each annual Board Member’s meeting. If the appointment of officers shall not be held at such meeting, the officers shall be appointed as soon thereafter as may be convenient. Each officer shall hold office until a successor is appointed, or until the officer’s death, or until the officer resigns, or is removed in the manner provided in Section 504.

Section 503. Resignations.  Any officer may resign at any time.  Such resignation shall be in writing at least one month prior, but the acceptance thereof shall not be necessary to make it effective.

Section 504.  Removal. Any officer or agent may be removed by the Board whenever in its judgment the best interests of the Corporation will be served by such removal, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not, in itself, create contract rights.

Section 505.  Vacancies.  Avacancy in any office because of death, resigna­tion, removal, disqualification, or otherwise may be filled by the Board for the unexpired portion of the term.

Section 506.  President. The President shall be the Chief Executive Officer of the Corporation and subject to the control of the Board. The President shall supervise and control all the business and affairs of the Corporation. As authorized by the Board of Directors, he or she shall execute on behalf of the Corporation and may affix or cause to be affixed a seal to all instruments requiring such execution, except to the extent that signing and execution thereof shall have been expressly delegated to some other officer or agent of the Corporation.  Without limitation, the President shall preside at all meetings of directors, perform all duties incident to the office of president, and such other duties as may be prescribed by the Board from time to time. 

Section 507.  Vice-President.  In the absence of the president or in the event of the president’s death, or inability or refusal to act, the Vice-President shall perform the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions upon the President.  In addition, the Vice-President shall perform such other duties as may be assigned to him or her from time to time by the Board.

Section 508.  Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for, all funds and securities of the Corporation; (ii) receive, and give receipts for, moneys due and payable to the Corporation from any source, and deposit all such moneys in the name of the Corporation in such depositories as may be designated by the Board from time to time; (iii) shall on request render to the President and the Board of Directors, at its meetings, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation; and (iv) perform all other duties incident to the office of Treasurer and such other duties as may be assigned to him or her by the President or the Board.

Section 509.  Secretary.  The Secretary shall (i) keep the minutes of the Board of Directors’ meetings in one or more books maintained for that purpose; (ii) provide for the giving of notices required by these bylaws or by law; (iii) be custodian of the corporate records and of the Corporate seal and when authorized by the President or the Board of Directors, cause it to be affixed to any instrument requiring it; (iv) keep a register of the mailing address of each Board member, which shall be furnished to the secretary by each member; (v) perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board.

Section 510.  Assistant Officers.  Any assistant officers elected by the Board of Directors shall have such duties as may be prescribed by the Board of Directors, the President, or the officer to whom they are an assistant.  Assistant officers shall perform the duties and have the power of the officer to whom they are an assistant in event of such officer’s absence or disability.

Section 511.  Compensation. Unless otherwise provided by the Board of Directors, the salaries and compensation of all officers, except the President and any Executive Vice President elected by the Board, shall be fixed from time to time by Executive Committee of the Board, in the absence of an Executive Committee, by the President. The Board shall establish salaries and compensation of the President and any Executive Vice President elected by the Board.  No officer shall be prevented from receiving a salary by reason of the fact that the officer is also a director of the Corporation.

Section 512.  General Powers.  The officers are authorized to do and perform such corporate acts as are necessary in carrying on of the business of the Corporation, subject always to the directions of the Board of Directors.

ARTICLE VI. CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 601.  Contracts.  TheBoard may authorize any officer, employee, or agent to enter into any contract, or execute and deliver any instrument, in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 602.  Loans. No loans shall be contracted on behalf of the Corpora­tion, and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

Section 603. Checks, Drafts.  All checks, drafts, or other orders for the pay­ment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer, officers, agent or agents of the Corporation and in such manner as shall from time to time be deter­mined by Board resolution. Withdrawals will require two signatures and the two signatures cannot be related by family, marriage, civil union nor relations. Expenditure receipts shall be provided to the Treasurer as soon as possible. Violation of these rules are grounds for immediate removal from the Board and / or the organization.

Section 604. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board selects from time to time. Deposit receipts shall be provided to the Treasurer as soon as possible.

Section 605. Maximum Expenditures. The Board of Directors shall establish maximum amounts authorized for any single expenditure without prior approval of the membership by (1) the President and (2) the Board of Directors itself. These maximum amounts shall remain in effect and unless changed by the Board of Directors.

Section 606. Annual Report. The Treasurer shall report a record of past expenditures and income yearly to the Board of Directors.

Section 607. Professional Review. The Board of Directors may arrange for an annual professional review of the financial records of PRSWM, to be made at the close of the fiscal year and before the filing of PRSWM ‘s tax information. The results of this review shall be presented to the membership no later than the second quarter membership meeting following the fiscal year for which the review applies.

Section 608.: Policy & Procedure. The Board of Directors shall adopt fiscal policies and procedures in accordance with the laws and codes of the Commonwealth of Pennsylvania and the Internal Revenue Service (IRS) that govern the activities and administration of 501(c)(3) non-profit organizations.

ARTICLE VII. PERSONAL LIABITIES OF DIRECTORS; INDEMNIFICATION; INTERESTED PARTIES; INSURANCE

Section 701.  Personal Liabilities of Directors. 

• A director of this Corporation shall not be personally liable, such as, for monetary damages for any action taken, or any failure to take action, unless:

• the director has breached or failed to perform of his or her office under Subchapter B of Chapter 17 of the Pennsylvania Business Corporation Law of 1988; and

• the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

• The Section 701 shall not limit a director’s liability for monetary damages to the extent prohibited by Sec. 1713(b) of the Pennsylvania Business Corporation Law of 1988.

Section 702.  Indemnification. TheCorporation shall indemnify to the fullest extent permitted by the Pennsylvania Business Corporation Law of 1988 any director, officer, employee, agent, or any other person who has been made, or is threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit, or pro­ceeding by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or a fiduciary within the meaning of any federal, state or local law or regulation. The right to and the amount of indemnification shall be determined in accor­dance with the provisions of the Pennsylvania Business Corporation Law of 1988 in effect at the time of the determination.  A director, officer, employee or agent of the Corporation entitled to indemnification under this Section 702 is hereafter called a “person covered by Section 702 hereof.”

Section 703.  Expenses.  Expenses incurred by a person covered by Section 702 hereof in defending a threatened, pending or completed civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation, except as otherwise provided in Section 704.

Section 704.  Exceptions.  No indemnification under Section 702 or advancement or reimbursement of expenses under Section 703 shall be provided to a person covered by Section 702 hereof (a) with respect to expenses or the repayment of profits arising from the purchase or sale of securities of the Corporation in violation of Section 16(b) of the Securities Exchange Act of 1934; (b) if a final unappealable judgement or award establishes that such director or officer engaged in self-dealing, willful misconduct or recklessness; (c) for expenses or liabilities of any type whatsoever (including, but not limited to, judgements, fines, and amounts paid in settlement) which have been paid to, or for the benefit of, such person by an insurance carrier under a policy of officers’ and directors’ liability insurance whose premiums are paid for by the Corporation or by an individual or entity other than such director or officer; and (d) for amounts paid in settlement of any threatened, pending or completed action, suit or proceeding without the written consent of the Corporation, which written consent shall not be unreasonably withheld.  The Board of Directors of the Corporation is hereby authorized, at any time by resolution, to add to the above list of exceptions from the right of indemnification under Section 702 or advancement or reimbursement of expenses under Section 703, but any such additional exception shall not apply with respect to any event, act or omission which has occurred prior to the date that the Board of Directors in facts adopts such resolution.  Any such additional exception may, at any time after its adoption, be amended, supplemented, waived or terminated by further resolution of the Board of Directors of the Corporation.

Section 705.  Continuation of Rights.  The indemnification and advancement or reimbursement of expenses provided by, or granted pursuant to, this Article shall continue as to a person who has ceased to be a director or officer of the Corporation, and shall insure to the benefit of the heirs, executors and administrators of such persons.

Section 706.  General Provisions.

            (a)        The term “to the fullest extent permitted by applicable law,” as used in this Article, shall mean the maximum extent permitted by public policy, common law or statute. Any person covered by Section 702 hereof may, to the fullest extent permitted by applicable law, elect to have the right to indemnification or to advancement or reimbursement of expenses, interpreted, at such person’s option, (i) on the basis of the applicable law on the date this Article was approved by Board, or (ii) on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the action, suit or proceeding, or (iii) on the basis of the applicable law in effect at the time indemnification is sought.

            (b)       The right of a person covered by Section 702 hereof to be indemnified or to receive an advancement or reimbursement of expenses pursuant to Section 703 (i) may also be enforced as a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the Corporation and such person, (ii) to the fullest extent permitted by applicable law, is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification (as determined by such person) of this Article with respect to events, acts or omissions occurring before such rescission or restrictive modification is adopted.

            (c)        If a request for indemnification or for the advancement or reimbursement of expenses pursuant hereto is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation together with all supporting information reasonably requested by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim (plus interest at the prime rate announced from time to time by the Corporation’s primary banker) and, if successful in whole or in part, the claimant shall be entitled also to be paid the expenses (including, but not limited to, attorney’s fees and costs) of prosecuting such claim. Neither the failure of the Corporation (including its Board of Directors, or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of or the advancement or reimbursement of expenses to the claimant is proper in the circumstances, nor an actual determination by the Corporation (including its Board of Directors, or independent legal counsel) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled.

            (d)       The indemnification and advancement or reimbursement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement or reimbursement of expenses may be entitled under any by-law, agreement, vote of directors or otherwise, both as to action in such director or officer’s official capacity and as to action in another capacity while holding that office.

            (e)        Nothing contained in this Article shall be construed to limit the rights and powers the Corporation possesses under the Pennsylvania Business Corporation Law of 1988 or otherwise, including, but not limited to, the powers to purchase and maintain insurance, create funds to secure or insure its indemnification obligations, and any other rights or powers the Corporation may otherwise have under applicable law.

            (f)        The provisions of this Article may, at any time (and whether before or after there is any basis for a claim for indemnification or for the advancement or reimbursement of expenses pursuant hereto), be amended, supplemented, waived, or terminated, in whole or in part, with respect to any person covered by Section 702 hereof by a written agreement signed by the Corporation and such person.

            (g)       The Corporation shall have the right to appoint the attorney for a person covered by Section 702 hereof, provided such appointment is not unreasonable under the circumstances.

Section 707.  Optional Indemnification. The Corporation may, to the fullest extent permitted by applicable law, indemnify, and advance or reimburse expenses for, persons in all situations other than that covered by this Article.

Section 708.  Interested Parties.  Adirector of the Corporation shall not be disqualified by the director’s office from contracting with the corporation as vendor, purchaser, or otherwise; nor shall any contract or arrangement centered into by or on behalf of the Corporation in which any director is in any way interested be avoided on that account, provided that such contract or arrangement shall have been approved or ratified by a majority of the board without counting in such majority the interested director, although such director may be counted toward a quorum, or shall have been approved or ratified by the affirmative action of the holders of a majority of the outstand­ing Board Members of the Corporation, and the interest shall have been disclosed or known to the approving or ratifying directors.

Section 709.  Insurance.  The Corporation may upon a determination by the board purchase and maintain insurance on behalf of any agent of the Corpo­ration including its directors, officers and employees, against any liability which might be asserted against or incurred by the agent in such capacity, or which might arise out of the agent’s status as such, whether or not the Corpo­ration would have the power to indemnify the agent under Section 702.

ARTICLE VIII. CORPORATE LOANS AND GUARANTEES SECTION

Section 801.  Corporate Loans and Guarantees to Agents.  Except as pro­vided below, the Corporation shall not make any loan of money or property to, or guarantee any obligations of any director, officer, employee or agent of the Corporation unless the loan or guarantee is otherwise adequately secured, except by the vote of the Board of a majority otherwise provide for voting rights.

ARTICLE IX. COMMUNITY INVOLVEMENT

Section 901.  Community. The Corporation shall be an active and constructive member of the local communities in which it operates.

ARTICLE X. GENERAL

Section 1001.  Fiscal Year.  The Board of Directors shall determine the fiscal year of the Corporation. The fiscal year of The Corporation shall commence on January 1 of each year and end on December 31.

Section 1002.  Designation of Presiding and Recording Officers.  The directors at any meeting of directors, as the case may be, shall have the right to designate any person, whether or not an officer, director, to preside over or record the proceedings of such meeting.

Section 1003.  Text of Proposed Resolution in Written Notice. Whenever the language of a proposed resolution is included in a written notice to Board, the Board’s meeting considering the resolution may adopt it with such clarifying or other amendments as do not enlarge its original purpose, without further notice to Board Members not present in person or by proxy.

Section 1004.  Emergency Bylaws. In the event of any emergency resulting from warlike damage or an attack on the United States or any nuclear or atomic disaster, and until the termination of such emergency, the following Bylaw provisions shall be in effect, notwithstanding any other provisions of these Bylaws:

            (a)   A special meeting of the Board of Directors may be called by any officer or director upon one hour’s notice, and

            (b)   The director or directors in attendance at the meeting shall constitute a quorum.

Section 1005.  Severability.  If any provision of these bylaws is illegal or unenforceable as such, such illegality or unenforceability shall not affect any other provision of these bylaws and such other provisions shall continue in full force and effect.

ARTICLE XI. AMENDMENTS OR REPEAL

Section 1101.  Amendment or Repeal by Board.  These Bylaws may be amended or repealed, in whole or in part, by a vote of two-thirds of all of the Board Members of the Corporation issued and outstanding at any annual or special meeting of the Board duly convened after notice to the Board Members of that purpose.

Section 1102.  Amendment or Repeal by the Board of Directors. These Bylaws may be amended or repealed, in whole or in part, by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board duly convened.

Section 1103.  Recording Amendments and Repeals.  The text of all amendments and repeals to these Bylaws shall be attached to the Bylaws with a notation of the date of each such amendment or repeal and a notation of whether such amendment or repeal was adopted by the Board of Directors.

ARTICLE XII.  ADOPTION OF BYLAWS AND
RECORD OF AMENDMENTS AND REPEALS.

Section 1201. Adoption and Effective Date. These Bylaws have been adopted as the Bylaws of the Corporation as of the 6th day of August, 2019, and shall be effective as of said date.

Section 1202. Amendments or Repeals.

Date Amended

Section Involved                                 or Repealed                               Adopted By