Exhibit 3.1
ARTICLES OF INCORPORATION
OF
ENB FINANCIAL CORP
In compliance with the requirements of 15 Pa.C.S. Section 1306 (relating to Articles of Incorporation), the undersigned, desiring to be incorporated as a business corporation, hereby states that:
1. The name of the Corporation is ENB Financial Corp.
2. The address of this Corporation's initial registered office in this Commonwealth is 31 East Main Street, Ephrata, Pennsylvania 17522, and the county of venue is Lancaster.
3. The Corporation is incorporated under the provisions of the Pennsylvania Business Corporation Law of 1988 (15 Pa.C.S. ss.1101 et seq.), as the same may be amended.
4. The purpose or purposes of the Corporation are to have unlimited power to engage in and to do any lawful act concerning any or all business for which corporations may be incorporated under the provisions of the Pennsylvania Business Corporation Law of 1988, as the same may be amended.
5. The aggregate number of shares that the Corporation shall have authority to issue is 12,000,000 shares of Common Stock having a par value of $.20 per share.
6. The name and address of the Incorporator is:
| | Name | Address |
| | Paul W. Brubaker | 31 East Main Street |
| | | Ephrata, Pennsylvania 17522 |
7. The holders of Common Stock shall have one vote per share and shall be entitled to cumulate their votes in the election of directors.
8. The corporate existence of this Corporation shall continue until terminated in accordance with the Pennsylvania Business Corporation Law of 1988 (15 Pa.C.S. ss.1101 et seq.), as the same may be amended.
9. No merger, consolidation, liquidation, or dissolution of the Corporation nor any action that would result in the sale or other disposition of all or substantially all of the assets of the Corporation shall be valid unless first approved by the affirmative vote of shareholders owning at least two-thirds (2/3) of the outstanding shares of Common Stock of the Corporation.
10. Except for such rights that are otherwise provided by law and Section 2521 of the Pennsylvania Business Corporation Law of 1988, as it may be amended, the board of directors of the Corporation or three or more shareholders owning, in the aggregate, not less than twenty-five percent (25%) of the votes that all shareholders are entitled to cast at a particular meeting shall be entitled to call special meetings of the shareholders.
11. If the Common Stock is increased by the sale of additional shares thereof, each shareholder shall be entitled to subscribe for such additional shares in proportion to the number of shares of said Common Stock owned by him or her at the time the increase is authorized by the shareholders, unless another time subsequent to the date of the shareholders’ meeting is specified in a resolution adopted by the shareholders at the time the increase is authorized. The Board of Directors shall have the power to prescribe a reasonable period of time within which the preemptive rights to subscribe to the new shares of Common Stock must be exercised. If the Common Stock is increased by a stock dividend, each shareholder shall be entitled to his proportionate amount of such increase in accordance with the number of shares of Common Stock owned by him or her at the time the increase is authorized by the shareholders, unless another time subsequent to the date of the shareholders’ meeting is specified in a resolution adopted by the shareholders at the time the increase is authorized.
12. Article 9 shall not be amended unless first approved by the affirmative vote of shareholders owning at least two-thirds (2/3) of the outstanding shares of Common Stock of the Corporation.
13. Except as otherwise provided by Article 12, these Articles of Incorporation may be changed or amended at any time by shareholders owning a majority of the outstanding Common Stock of the Corporation in any manner not inconsistent with the Pennsylvania Business Corporation Law of 1988, as amended.
14. This Corporation specifically opts out and shall not be governed by Subchapter G, Control-Share Acquisitions, and Subchapter H, Disgorgement by Certain Controlling Shareholders Following Attempts to Acquire Control, of Chapter 25 of the Business Corporation Law of 1988, as it may be amended.
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