UNIVEST CORPORATION OF PENNSYLVANIA
Amended Articles of Incorporation
April 12, 1994
1. The name of the corporation is: Univest Corporation of Pennsylvania
2. The location and post office address of its initial registered
office in this commonwealth is: c/o Union National Bank and Trust
Company of Souderton, Montgomery County, Pennsylvania.
3. The purpose or purposes of the corporation which shall be organized
under this Act are as follows: To engage in and do any lawful act
concerning any or all lawful business for which corporations may be
incorporated under this Act and to act as a one-bank holding company
under the Federal Bank Holding Company Act of 1956. (U.S.C., Title
12, Sections 1841-48), as amended by the Bank Holding Company Act of
1970.
4. The term of its existence is: Perpetual
5. The aggregate number of shares which this Corporation shall have
authority to issue is 12,000,000 shares of Common Stock having a
par value of Five Dollars ($5) per share.
No holder of any shares of the stock of this Corporation shall have
any pre-emptive right to purchase, subscribe for or otherwise
acquire any shares of stock of this Corporation of any class now or
hereafter authorized or any securities exchangeable for or
convertible into such shares or any warrants or other instruments
evidencing rights or options to subscribe for, purchase or otherwise
acquire such shares. In elections for directors of this
Corporation, cumulative voting shall not be permitted.
6. No holder of any shares of the stock of this Corporation shall have
any pre-emptive right to purchase, subscribe for or otherwise
acquire any shares of stock of this Corporation of any class now or
hereafter authorized or any securities exchangeable for or
convertible into such shares of any warrants or other instruments
evidencing rights or options to subscribe for, purchase or otherwise
acquire such shares; further, cumulative voting shall not be allowed
but each stockholder shall be entitled at all elections of directors
to cast a number of votes equal to the number of shares owned by him
for as many directors as there are to be elected.
7. The names and addresses of each of the incorporators and the number
and class of shares subscribed by each are:
Univest Corp of PA April 12, 1994
Amended Articles of Incorporation
NUMBER AND
NAME ADDRESS CLASS OF SHARES
Russell M. Hillegass 608 Harleysville Pike 20
Souderton, PA 18964
Charles H. Hoeflich Box 197, Perkasie, PA 18944 20
Horace W. Longacre Godshall Road 20
Franconia, PA 18924
Harold M. Mininger 247 Franklin Avenue 20
Souderton, PA 18964
Raymond Rosenberger Forty Foot Road 20
Hatfield, PA 19440
8. The presence in person or by proxy of Shareholders entitled to cast
at least 66 2/3% 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
these Articles or the Bylaws of this Corporation.
9. The affirmative vote of the holders of a majority of the shares of
this Corporation's stock, issued, outstanding, and entitled to vote,
shall be required to approve any of the following:
a. Any merger or consolidation of this Corporation with or into
any other corporations;
b. Any share exchange in which a corporation, person, or entity
acquires the issued or outstanding shares of stock of this
Corporation, pursuant to a vote of the Stockholders;
c. Any sale, lease, exchange, or other transfer of all, or
substantially all of the assets of this Corporation to any other
corporation, person or entity; or
d. Any transaction similar to or having similar effect as the
foregoing transactions.
In the event any corporation, person, or entity owns, as a beneficial
owner, directly or indirectly, more than five percent (5%) of the
shares of this Corporation, issued, outstanding, and entitled to vote,
on the record date for the determination of Stockholders entitled to
notice and to vote at any special or annual meeting of the
Stockholders, then, and in that event, the affirmative vote of at least
seventy-five percent (75%) of the shares of this Corporation, issued,
outstanding, and entitled to vote, shall be required to approve any of the
Univest Corp of PA April 12, 1994
Amended Articles of Incorporation
transactions identified above in paragraphs (a) through (d), inclusive. The
affirmative vote of at least seventy-five percent (75%) of the shares
outstanding as set forth herein above shall be in lieu of the vote of
the Stockholders otherwise required by law.
The Board of Directors of this Corporation shall have the sole power
and duty to determine from the corporate stock records or from any
other source or from information known to the Board, if and when such
other corporation, person, or entity is a beneficial owner, directly or
indirectly, of more than five percent (5%) of the shares of this
Corporation, issued, outstanding, and entitled to vote. In addition
thereto, the Board of Directors shall have the sole power to determine
if any transaction is similar to, or has a similar effect as any of the
transactions identified above in paragraphs (a) through (d), inclusive.
Such determination as made by the Board of Directors shall be
conclusive and binding for all purposes hereof.
The provisions hereof shall not apply to any transaction which is
approved in advance by the majority vote of the members of the Board of
Directors of this Corporation at a meeting duly called and held in
accordance with the Bylaws of this Corporation.
This Corporation may voluntarily completely liquidate and/or dissolve
only if the proposed liquidation and/or dissolution is approved by the
affirmative vote of the holders of at least seventy-five percent (75%)
of the shares of this Corporation, issued, outstanding, and entitled to
vote at any duly-convened annual or special meeting of the Stockholders
of this Corporation.
10. Any director, any class of directors, or the entire Board of
Directors of this Corporation, may be removed from office at any
time only for cause, and only by either the affirmative vote of a
majority vote of the Board of Directors in office, or the
affirmative vote of the holders of at least seventy-five percent
(75%) of the shares of this Corporation, issued, outstanding, and
entitled to vote for the election of directors. Cause shall
include, but not be limited to, the following:
a. Mismanagement, collusion, or fraud;
b. Improper conduct relating to the funds of this Corporation;
c. Violation of the fiduciary duty of the directors;
d. All acts, omissions, and concealments which involve a breach of
the legal or equitable duty, trust, or confidence justly reposed
in a Director;
e. Wasting corporate assets;
f. Judicially declared of unsound mind; or
Univest Corp of PA April 12, 1994
Amended Articles of Incorporation
g. Conviction of an offense punishable by imprisonment for a term of
more than one (1) year.
11. The authority to make, amend, alter, change, or repeal the
Bylaws of the Corporation is hereby specifically granted to and
vested in the Board of Directors of the Corporation which must be
approved by a vote of the majority of the Board of Directors in
office at any regular or special meeting, duly convened after notice
for that purpose. This authority is subject to the power of the
Shareholders to make, amend, alter, change, or repeal the Bylaws of
the Corporation by the affirmative vote of seventy-five percent
(75%) of the shares of the Corporation's capital stock, issued,
outstanding and entitled to vote, at any regular or special meeting
duly convened after notice for that purpose. Notwithstanding the
foregoing, the Board does not have the power to amend any Bylaw
provision that is required by law to be amended by the Shareholders
of the Corporation.
12. This Corporation reserves the right to amend, alter, change, or
repeal any provision contained in these Articles of Incorporation
upon:
a. The affirmative vote of the holders of at least seventy-five
percent (75%) of the shares of this Corporation, issued,
outstanding, and entitled to vote at any regular or special
meeting duly convened; or
b. The affirmative vote of a majority of the members of the Board of
Directors of this Corporation and the Affirmative vote of the
holders of a majority of the shares of this Corporation, issued,
outstanding, and entitled to vote at any regular or special
meeting duly convened.
13. Nominations for the election of members of the Board of
Directors may be made by the Board of Directors or by any
Stockholder entitled to vote for the election of Directors.
Nominations made by Stockholders entitled to vote for the election
of Directors shall be made by notice, in writing, delivered to or
mailed by registered return receipt mail, postage prepaid, to the
Secretary of this Corporation, not less than thirty days nor more
than fifty days prior to any meeting of the Stockholders called for
the election of Directors; provided, however, that if less than
twenty-one days notice of the meeting is given to the Stockholders,
such a nomination shall be delivered or mailed to the Secretary of
this Corporation not later than the close of the seventh day
following the date on which the notice of the meeting was mailed to
the Stockholders. Such notification shall contain the following
information to the extent known to the Stockholder intending to
nominate any candidate for election to the Board of Directors:
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;
Univest Corp of PA April 12, 1994
Amended Articles of Incorporation
c. The total number of shares of this Corporation that, to the
knowledge of the notifying Stockholder, will be voted for each of
the proposed nominees;
d. The name and resident address of the notifying Stockholder; and
e. The number of shares owned by the notifying Stockholder.
Any nomination for Directors made by a Stockholder not made in
accordance herewith may be disregarded by the Secretary of the meeting,
and the votes cast for such nominee may be disregarded by the judges of
election.
The undersigned, being Secretary of Univest Corporation of
Pennsylvania, HEREBY CERTIFIES That the foregoing is a true and correct
compilation, of the Articles of Incorporation of the Corporation, as
amended, up to and including the date hereof; and FURTHER CERTIFIES
That the Articles of Incorporation, as amended, as set forth therein,
are as of the date hereof, in full force and effect.
Date: April 10, 1996 Robert H. Schong, Corporate Secretary