Pennsylvania | 0-7617 | 23-1886144 | ||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
o | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Item 8.01 | Other Events. |
Item 9.01 | Financial Statements and Exhibits. |
Exhibit No. | Description of Document | |
3.2 | ||
99.1 |
Univest Corporation of Pennsylvania | ||
By: | /s/ Jeffrey M. Schweitzer | |
Name: | Jeffrey M. Schweitzer | |
Title: | President and | |
Chief Executive Officer |
Exhibit No. | Description of Document | |
3.2 | ||
99.1 |
TABLE OF CONTENTS | ||
ARTICLE I - General | ||
Page | ||
Sec. 1 | Office | 1 |
Sec. 2 | Seal | 1 |
Sec. 3 | Fiscal Year | 1 |
Sec. 4 | Construction | 1 |
ARTICLE II - Shareholders | ||
Sec. 1 | Place of Meetings | 1 |
Sec. 2 | Annual Meeting | 2 |
Sec. 3 | Special Meetings | 2 |
Sec. 4 | Adjournment of Meetings | 2 |
Sec. 5 | Notice of Meetings | 2 |
Sec. 6 | Waiver of Notice | 3 |
Sec. 7 | Quorum at Shareholders Meeting and Shareholder Consent | 3 |
Sec. 8 | Shareholders' Proposals | 3 |
Sec. 9 | Voting of Shares | 4 |
Sec. 10 | Voting Power | 4 |
Sec. 11 | Proxies | 5 |
Sec. 12 | Judge or Judges of Election | 5 |
Sec. 13 | Determination of Shareholders of Record | 6 |
Sec. 14 | Voting Lists | 7 |
Sec. 15 | Examination of Records | 7 |
Sec. 16 | Presiding Officer | 7 |
Sec. 17 | Nominations for Directors | 7 |
ARTICLE III - Directors | ||
Sec. 1 | Number and Classification | 8 |
Sec. 2 | Election | 9 |
Sec. 3 | Vacancies | 10 |
Sec. 4 | Resignation of Directors | 10 |
Sec. 5 | Removal of Directors | 10 |
Sec. 6 | Regular Meetings of the Board of Directors | 11 |
Sec. 7 | Special Meetings | 11 |
Sec. 8 | Notice of Meetings | 11 |
Sec. 9 | Presiding Officer and Order of Business | 11 |
Sec. 10 | Quorum | 12 |
Sec. 11 | Powers of Board of Directors | 12 |
Sec. 12 | Financial Report to Shareholders | 13 |
Sec. 13 | Committees | 13 |
Sec. 14 | Standard of Care and Justifiable Reliance | 13 |
Sec. 15 | Limitation of Directors' Liability | 14 |
ARTICLE IV - Indemnification | ||
Sec. 1 | Indemnification | 15 |
Sec. 2 | Expenses | 16 |
ARTICLE V - Officers | ||
Sec. 1 | Election of Officers and Agents | 16 |
Sec. 2 | Terms and Compensation | 16 |
Sec. 3 | Chairman | 17 |
Sec. 4 | President | 17 |
Sec. 5 | Chief Executive Officer | 17 |
Sec. 6 | Vice Presidents | 17 |
Sec. 7 | Secretary | 18 |
Sec. 8 | Treasurer | 18 |
Sec. 9 | Assistant Secretaries | 18 |
Sec. 10 | Assistant Treasurers | 18 |
ARTICLE VI - Share Certificates and Transfers | ||
Sec. 1 | Share Certificates | 19 |
Sec. 2 | Transfer of Shares | 19 |
Sec. 3 | Loss or Destruction of Share Certificates | 19 |
Sec. 4 | Transfer Agents and Registrars | 19 |
ARTICLE VII - Amendments | ||
Sec. 1 | Amendments to Bylaws | 20 |
ARTICLE VIII - Miscellaneous | ||
Sec. 1 | Statement Relating to Act 92 of 1983 | 20 |
Sec. 2 | Statement Relating to Act 36 of 1990 | 20 |
A. | Upon written request to the Secretary, sent by registered mail or delivered to the Secretary in person, by any persons entitled to call a special meeting of the Shareholders as set forth in Section 3 above, the Secretary shall call a special meeting as follows: |
1. | The time of the special meeting shall be scheduled by the Secretary in accordance with the written request, provided: |
a. | That the meeting may not be scheduled less than fifteen (15) days or more than sixty (60) days after the receipt of the written request to hold a special meeting. |
b. | If the Secretary shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so, subject, however, to the requirements of notice as set forth in Article II, Section 5. |
A. | Notice shall be sent to each Shareholder by the Secretary. If the Secretary fails to send notice as required, then and in that event, the person who is authorized to call the meeting shall do so. |
B. | Notice shall be sent to Shareholders of record entitled to vote at the meeting, not less than ten (10) days prior to the date of the meeting. |
C. | Whenever written notice is required to be given to any person under the provisions of these Bylaws, it may be given to the person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answer-back received) or courier service, charges prepaid, or by telecopier, to his address (or to his telex, TWX, telecopier or telephone number) appearing on the books of the Corporation or, in the case of Directors, supplied by the Director to the Corporation for the purpose of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled |
D. | Notice shall specify the place, the day, and the hour of the meeting. In the case of special meetings, it shall include all the above and it shall also include a description of the general nature of the business to be transacted at the meeting. |
E. | Notice of an adjourned meeting or of the business to be transacted at an adjourned meeting need not be given other than by announcement at the same meeting at which the adjournment action is taken, unless the Board of Directors fixes a new record date for the adjourned meeting. |
A. | With the exception of a special meeting, neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting. |
B. | Attendance of a person either in person or by a proxy at any meeting shall constitute a waiver of notice of that meeting. |
1. | A waiver of notice shall not be applied to the person who attends a meeting for the express purpose of objecting to the transaction of any business because a meeting was not lawfully called. |
A. | The presence in person or by proxy of Shareholders entitled to cast at least a majority of the votes which all Shareholders are entitled to cast shall constitute a quorum at a meeting of the Shareholders. If a quorum is present, the affirmative vote of the majority of the Shareholders represented at the meeting shall be the act of the Shareholders unless the vote of a greater number is required by the Articles of Incorporation of the Corporation or these Bylaws, as defined in Article II, Section 10. (Voting Power) |
B. | No action required to be taken or which may be taken at any annual or special meeting of the Shareholders of the Corporation may be taken without a meeting, and the power of the Shareholders of the Corporation to consent in writing to action without a meeting is specifically denied. |
A. | Any merger or consolidation of the Corporation with or into any other corporations; or |
B. | Any share exchange in which a corporation, person, or entity acquires the issued or outstanding shares of capital stock of the Corporation, pursuant to a vote of the Shareholders; |
C. | Any sale, lease, exchange, or other transfer of all, or substantially all of the assets of the Corporation to any other corporation, person, or entity; or |
D. | Any transaction similar to, or having similar effect, as the foregoing transactions. |
A. | Every proxy shall be executed in writing by the Shareholder or by his duly-authorized attorney in fact (who shall file a written Power of Attorney with the Secretary of Univest Corporation). |
B. | A proxy, unless coupled with an interest, shall be revocable at will. |
C. | The revocation of a proxy shall not be effective until such notice has been given to the Secretary of Univest Corporation, or a shareholder appears in person at the meeting and revokes the proxy by a written designation to the Corporation. |
D. | An unrevoked proxy shall not be valid for more than three (3) years from the date of its execution. |
E. | Unless the Secretary of Univest Corporation receives a certificate of death or a notice of incapacity before the vote is counted, a proxy shall not be revoked by the death or incapacity of a Shareholder. |
A. | Should the judge or judges of election not be appointed, the chairman of the meeting may appoint the judge or judges of election for that meeting at or before the meeting. |
B. | The number of judge or judges appointed shall be either one (1) or three (3). |
C. | No person who is a candidate for office shall be appointed and act as a judge of election. |
D. | Should a judge fail to appear, refuse or be unable to act, that vacancy shall be filled by appointment made by the chairman or presiding officer at the meeting. |
E. | The duties of the judge or judges of election shall be as follows: |
1. | To determine the number of shares outstanding and the voting power of each Shareholder. |
2. | To determine the shares represented at the meeting. |
3. | To determine the existence of a quorum pursuant to these Bylaws. |
4. | To determine the authenticity, validity, and effect of proxies. |
5. | To hear and determine all challenges and questions in any way arising in connection with the right to vote at the election. |
6. | To count and tabulate all votes and determine the result of the election. |
7. | And to do such acts as may be proper to conduct the election or vote with fairness to all Shareholders. |
F. | If there are three judges, the decision of the majority of the judges shall be effective in all respects as if the decision had been made by all unanimously. If there is a single judge, the decision of that judge shall govern. |
G. | On request of the chairman or the presiding officer or any Shareholder or a Shareholder's proxy, the judge or judges may make a report in writing of any challenge or question or matter determined by him. |
1. | Any report made by the judge or judges shall be prima facie evidence of the facts stated in the report. |
A. | The date of any meeting of the Shareholders, or |
B. | The date fixed for the payment of any dividend, or |
C. | The date when any change or conversion or exchange of shares shall take effect. |
A. | To receive notice of the meeting; |
B. | To be entitled to vote at such meeting; and/or |
C. | To receive payment of such dividend; and/or |
D. | To receive any allotment of rights; and/or |
E. | To exercise any rights, notwithstanding any transfer of any shares on the books of the Corporation after the Record Date. |
F. | When a determination of Shareholders of Record has been made for purposes of a meeting, the determination shall apply to any adjournment thereof unless the Board fixes a new Record Date for the adjourned meeting. |
A. | The list will be arranged in alphabetical order with the address and the number of shares of each Shareholder. |
B. | The list shall be kept on file at the registered office of the Corporation and shall be subject to an inspection by any Shareholder at any time during usual business hours. |
C. | The list shall also be produced and kept open at the time and place of the Shareholders' meeting and shall be subject to the inspection by any Shareholder during the time of the meeting. |
D. | The list of Shareholders shall be evidence as to who are the Shareholders entitled to examine the lists, or to vote in person or by proxy, at any Shareholders' meeting. |
A. | The names, ages, and resident addresses of each of the proposed nominees; |
B. | The principal occupation or employment and business address of each proposed nominee; and |
C. | The total number of shares of the Corporation that, to the knowledge of the notifying Shareholders, will be voted for each of the proposed nominees; |
D. | The name and resident address of the notifying Shareholder; |
E. | The number of shares owned by the notifying Shareholder. |
A. | The Board of Directors shall be individuals who need not be residents of the Commonwealth of Pennsylvania. All Directors must be Shareholders of the Corporation. An individual shall be eligible to be a Director of the Corporation only if he or she previously has been a Director or an Alternate Director of the Corporation, except as may be agreed upon by the Board of Directors in connection with the execution by the Corporation of a definitive acquisition agreement or agreement and plan of merger. Individuals shall retire from the Board of Directors on the first day of the month following their seventy-second (72nd) birthday. Notwithstanding this mandatory retirement provision, no later than the date on which an individual director must retire pursuant to this Section 1.A.; the Board of Directors, by the affirmative vote of a majority of directors at a duly called and convened meeting of the Board, may extend the retiring Director’s service eligibility for up to an additional three years from the date on which such Director would be required to retire and thereby permit him or her to be eligible to serve as a director for up to three additional years. |
B. | The Board of Directors shall have the power to fix the number of Directors and to determine, from time to time, in which category a Director shall be placed. The categories of Directors shall be Class I, Class II, and Class III. Action may be taken by the Board from time to time, by proper resolution, to increase or decrease the number of Directors without a vote of the Shareholders, provided that the number of Directors is not less than five (5) or more than twenty-five (25). |
1. | In the event that the Board of Directors shall decide by resolution to reduce the size of the Board, they must include within the resolution a statement as to the term of a Director or Directors who will be removed from office or terminate at the end of their then-existing term. |
2. | The Board of Directors shall be divided into three classes to be known as Class I, Class II, and Class III. Each class shall be as nearly equal in number as possible, with the term of office of one class expiring each year. Of the initial classified Board of Directors first chosen, after adoption of these Bylaws, Class I shall consist of three (3) Directors who shall be elected to hold office for the term of one (1) year or until the next annual election; Class II shall consist of four (4) Directors each to hold office for two (2) years, or until the second annual election. Class III shall consist of four (4) directors each to hold office for three (3) years, or until the third annual election. At each annual election, the successors to each class of Directors, whose terms shall expire in that year, shall be elected to hold office for the term of three (3) years, so that the term of office of one class of Directors shall expire each year when their respective successors have been duly elected by the Shareholders and qualified. At each annual election of Directors by the Shareholders of the Corporation held during and after the third year or until the third annual election, the Directors chosen to succeed those whose terms then expired shall be identified as being of the same class of Directors they succeed. When the number of Directors has changed, then the newly-created directorship or any decrease in directorships shall be apportioned among the classes of Directors as to make all classes as nearly equal in number as possible. |
C. | In addition to the Directors elected in accordance with Article III, Section 1, B., 2. herein above, there may be elected by the Shareholders at the annual meeting of the Shareholders alternate directors who shall be called "Alternate Directors." The Board of Directors shall have the power to fix the number of Alternate Directors. Action may be taken by the Board of Directors to increase or decrease the number of Alternate Directors without a vote of Shareholders, provided that the number of Alternate Directors is not more than four (4). There shall be no minimum number of Alternate Directors. An Alternate Director shall serve in such office for a term of one (1) year. |
D. | Alternate Directors shall attend all meetings of the Board of Directors and shall have the right to participate in the discussions held. However, Alternate Directors shall have no voting power, and shall not be included in determining whether a quorum of the Board is present. Alternate Directors may be appointed to any committee of the Board except Executive Committee, upon the discretion of the Board of Directors. They shall be paid for their attendance at the meetings of the Board of Directors in accordance with the resolutions adopted by the Board. |
E. | Under applicable law, rules and regulations, and the requirements of the Self-Regulatory Organization upon which the Corporation’s shares are quoted or listed, a majority of the Directors must be independent. Consideration thereof must be given during the Director nomination process to assure these standards are satisfied. |
A. | If not elected at an annual meeting, they may be elected at a special meeting called for that purpose. |
B. | Each Director shall hold office until his successor is elected or until his resignation, removal from office, or death. |
A. | Within the meaning of this section, a vacancy or vacancies shall be deemed to exist in case the Board of Directors shall increase the authorized number of Directors but shall fail at the meeting at which such increase is authorized and approved to elect the additional Directors provided for, or in case the Shareholders shall fail at any time to elect a full Board of Directors. |
B. | In the event of a vacancy in the pool of Alternate Directors, the Board of Directors during the year prior to the Shareholders' meeting shall have the right to appoint a successor Alternate Director who shall serve in that capacity until the next annual Shareholders' meeting. Said appointment shall be approved by a majority vote of the remaining members of the Board, even though it may be less than a quorum. |
A. | Mismanagement, collusion, or fraud; |
B. | Improper conduct relating to the funds of the Corporation; |
C. | Violation of the fiduciary duty of the Directors or Alternate Directors; |
D. | All acts, omission, and concealments which involve a breach of the legal or equitable duty, trust, or confidence justly reposed in a Director or Alternate Director; |
E. | Wasting of corporate assets; |
F. | Judicially declared of unsound mind; or |
G. | Conviction of an offense punishable by imprisonment for a term of more than one (1) year. |
A. | Each meeting shall be held at such time and place as shall be designated in the notice of the meeting sent by the Secretary. |
A. | As far as consistent with the purpose of the meeting, the order of business at all meetings shall be as follows: |
1. | Roll call. |
2. | Reading of the minutes of the preceding meeting and action on the minutes. |
3. | Reports of officers and committees as called for by the presiding officer. |
4. | Unfinished business. |
5. | New business. |
6. | Adjournment. |
A. | The acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the entire Board of Directors. |
B. | If the Directors shall unanimously consent in writing to any action to be taken by the Corporation, that action shall be a valid corporate action as though it had been authorized at a meeting of the Board of Directors. |
A. | The Board of Directors may, by resolution adopted by a majority of the Board of Directors, delegate two (2) or more of its members to act as an Executive Committee. |
1. | To the extent permitted by law and except as to matters reserved to the Board of Directors in these By-Laws, the Executive Committee shall have and exercise the authority of the Board of Directors in the management of the business and affairs of the Corporation during the intervals between meetings of the Board of Directors. |
B. | The Board of Directors shall have power, in general, to do all things in and about the control and management of the business, the property, and affairs of the Corporation, consistent with the law and the Articles and Bylaws of the Corporation. |
1. | The Board of Directors may from time to time adopt such regulations with respect to the powers and duties of the officers of the Corporation and the conduct of the Corporation's business as the Board may deem proper and expedient. |
C. | The Board of Directors of the Corporation, when evaluating any offer of another party to: |
1. | Make a tender or exchange offer for any equity security of the Corporation; |
2. | Merge or consolidate the Corporation with another corporation; |
3. | Purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation; or |
4. | Engage in any transaction similar to, or having similar effects as, any of the foregoing transactions; |
A. | Submission to Shareholders of any action requiring approval of Shareholders; |
B. | Creation of/or filling of vacancies in the Board of Directors; |
C. | Adoption, amendment, or repeal of the Bylaws; |
D. | Amendment or repeal of any resolution of the Board that by its terms is amendable or repealable only by the Board; or |
E. | Action on matters committed by the Bylaws or resolution of the Board of Directors to another committee of the Board. |
A. | A Director or Alternate Director shall stand in a fiduciary relation to the Corporation and shall perform his duties as a Director or Alternate Director, including his duties as a member of any committee of the Board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation and with such |
1. | One or more officers or employees of the Corporation whom the Director or Alternate Director reasonably believes to be reliable and competent in the matters presented. |
2. | Counsel, public accountants or other persons as to matters which the Director or Alternate Director reasonably believes to be within the professional or expert competence of such person. |
3. | A committee of the Board upon which he does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Director or Alternate Director reasonably believes to merit confidence. |
B. | In discharging the duties of their respective positions, the Board of Directors, committees of the Board, individual Directors and individual Alternate Directors may, in considering the best interests of the Corporation, consider the effects of any action upon employees, upon suppliers and customers of the Corporation and upon communities in which offices or other establishments of the Corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of Section 14A of this Article. |
C. | Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or Alternate Director or any failure to take any action shall be presumed to be in the best interests of the Corporation. |
A. | The indemnification provided hereunder shall be in addition to and not exclusive of any other right to which those seeking indemnification may be entitled under any agreement, vote of Shareholders, or disinterested Directors, other By-Law, or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding such office; and shall continue as to a person who has ceased to be a Director, Alternate Director, or officer, and shall inure to the benefit of their heirs, executors, and administrators of such person. |
B. | The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Alternate Director, officer, employee or agent, is now or was serving at the request of the Corporation as a Director, Alternate Director, officer, employee or |
A. | A Chairman; |
B. | A President; |
C. | Any number of Vice Presidents they deem desirable as is fixed by a resolution of the Board of Directors; |
D. | A Secretary; |
E. | A Treasurer; |
F. | One or more Assistant Secretaries and Assistant Treasurers; |
G. | And any other officers, assistant officers, and agents as the Board deems advisable. Any two (2) or more offices may be held by the same person. |
A. | All officers elected by the Board shall be elected for a term of one (1) year and until their reelection at the Annual Meeting of the Board of Directors, unless prior thereto an officer shall resign, become disqualified, or be removed. Vacancies occurring in any office shall be filled by the Board of Directors. |
B. | Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served by removing that officer. |
C. | Any removal of an officer shall be without prejudice to the contract rights, if any, of the officer removed. |
A. | The Chairman shall preside at the Annual Meeting of the Shareholders and shall act as the presiding officer unless a temporary Chairman is elected by the Shareholders present at the meeting. |
B. | The Chairman shall act as the presiding officer at all Directors' meetings and in the event of the Chairman's absence, the President shall act in his place and stead. |
C. | The Chairman, along with the President, shall submit a written annual report to the Board of Directors and Shareholders. |
A. | He shall preside at all meetings of the Directors in the event that the Chairman is absent. He shall preside at the Annual Meeting of Shareholders in the event of the absence of the Chairman. |
B. | He shall be ex-officio a member of all standing committees. |
C. | He shall have the custody of the corporate seal, although he may entrust the corporate seal to his Secretary. |
D. | He shall make reports of the Corporation's business to the Board of Directors at such times as the Board shall require. |
E. | He shall perform all the usual duties incident to the office of President. |
A. | The Secretary shall send out all notices for Shareholder meetings and Directors meetings, unless some other person is delegated to give that notice. |
B. | The Secretary shall perform all the usual duties incident to the office of Secretary. |
A. | He shall deposit all monies received by him in the name and to the credit of the Corporation in a bank or other place of deposit as the Board of Directors shall determine. |
B. | As directed by the president or the Board of Directors, he shall disburse the money of the Corporation by checks or vouchers. |
C. | He shall give bond for the faithful discharge of his duties. |
D. | He shall perform all the usual duties incident to the office of the Treasurer. |
A. | Every Share Certificate shall be signed by the Chairman and Secretary, or by any other officer designated by the Board of Directors, and sealed with the corporate seal. |
B. | The corporate seal may be affixed by a facsimile, engraved or printed, and where the Share Certificate is signed by a transfer agent, the signature of any corporate officer upon such Certificate may be a facsimile, engraved or printed. |
C. | Within a reasonable period of time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice (“Share Notice”) containing the information required by applicable law to be set forth on Share Certificates. |
A. | Certificated shares of the capital stock of the Corporation shall be transferable upon the books of the Corporation only upon the surrender and cancellation of the Share Certificate.: The transfer shall be at the request of the holder named in the surrendered Certificate or by his legal representative or by his attorney-in-fact duly authorized by a written power of attorney filed with the Corporation's transfer agent. |
B. | Uncertificated shares of the capital stock of the Corporation shall be transferable upon the books of the Corporation upon receipt of proper transfer instructions from the holder named in the Stock Notice or by his legal representative or by his attorney-in-fact duly authorized by a written power of attorney filed with the Corporation's transfer agent. |
NEWS |
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