EXHIBIT 3i
ARTICLES OF INCORPORATION
AS AMENDED
OF FIRST KEYSTONE CORPORATION
19
ARTICLES OF INCORPORATION
DOMESTIC BUSINESS CORPORATION
FIRST KEYSTONE CORPORATION
111 WEST FRONT STREET
BERWICK, PENNSYLVANIA 18603
COLUMBIA COUNTY
Purpose of the Corporation:
To have unlimited power to engage in and do any lawful act
concerning any or all lawful business for which corporations may
be incorporated under the provisions of the Business Corporation
Law of the Commonwealth of Pennsylvania.
Number and Class of Shares: 1,000,000 shares, Common Stock
Stated Par Value Per Share if Any: $10.00
Total Authorized Capital: $10,000,000
Term of Existence: Perpetual
Name and Address of Each Incorporator, and the Number and Class
of Shares Subscribed to by each Incorporator:
Number and
Address (Street, City, Class of
Name State, Zip Code) Shares
______________________________________________________________________
Arthur E. Arndt, Jr. 910 E. 3rd St., Berwick, PA 1 share
18603 Common Stock
Budd L. Beyer R.R. #2, Berwick, PA 18603 1 share
Common Stock
Robert E. Bull 323 W. 4th St., Nescopeck, PA 1 share
18635 Common Stock
(See Attached Sheet for Additional Incorporators)
IN TESTIMONY WHEREOF, the Incorporator(s) have signed and sealed
the Articles of Incorporation this 5th day of July, 1983.
/s/ Arthur E. Arndt, Jr.
Arthur E. Arndt, Jr.
/s/ Budd L. Beyer
Budd L. Beyer
/s/ Robert E. Bull
Robert E. Bull
/s/ Bernard A. Ciampi
Bernard A. Ciampi
FIRST KEYSTONE CORPORATION
ARTICLES OF INCORPORATION
ADDITIONAL ARTICLES
7. No merger, consolidation, liquidation or dissolution of
this corporation nor any action that would result in the sale or
other disposition of all or substantially all of the assets of
this corporation shall be valid unless first approved by the
affirmative vote of the holders of at least sixty-six and two-thirds
(66 2/3%) percent of the outstanding shares of Common
Stock of this corporation. This Article 7 may not be amended
unless first approved by the affirmative vote of the holders of
at least sixty-six and two-thirds (66 2/3%) percent of the
outstanding shares of Common Stock of this corporation.
8. Cumulative voting rights shall not exist with respect to
the election of directors.
9. (a) The Board of Directors may, if it deems it
advisable, oppose a tender or other offer for the corporation's
securities, whether the offer is in cash or in the securities of
a corporation or otherwise. When considering whether to oppose
an offer, the Board of Directors may, but is not legally
obligated to, consider any relevant, germane or pertinent issue;
by way of illustration, but not to be considered any limitation
on the power of the Board of Directors to oppose a tender or
other offer for this corporation's securities, the Board of
Directors may, but shall not be legally obligated to, consider
any or all of the following:
(i) Whether the offer price is acceptable based on
historical and present operating results or financial condition
of the corporation;
(ii) Whether a more favorable price could be obtained
for the corporation's securities in the future;
(iii) The impact which an acquisition of the
corporation would have on the employees, depositors and customers
of the corporation and its subsidiaries and the communities which
they serve;
(iv) The reputation and business practices of the
offeror and its management and affiliates as they would affect
the employees, depositors and customers of the corporation and
its subsidiaries and the future value of the corporation's stock;
(v) The value of the securities (if any) which the
offeror is offering in exchange for the corporation's securities,
based on an analysis of the worth of the corporation as compared
to the corporation or other entity who securities are being
offered; and
(vi) Any antitrust or other legal and regulatory issues
that are raised by the offer.
(b) If the Board of Directors determines that an offer
should be rejected, it may take any lawful action to accomplish
its purpose, including, but not limited to, any or all of the
following: advising shareholders not to accept the offer;
litigation against the offeror; filing complaints with all
governmental and regulatory authorities; acquiring the
corporation's securities; selling or otherwise issuing authorized
but unissued securities or treasury stock or granting options
with respect thereto; acquiring a company to create an antitrust
or other regulatory problem for the offeror; and obtaining a more
favorable offer from another individual or entity.
FIRST KEYSTONE CORPORATION
ARTICLES OF INCORPORATION
INCORPORATORS AND SIGNATURES
Number and
Address (Street, City, Class of
Name State, Zip Code) Shares
Arthur E. Arndt, Jr. 910 E. 3rd St., Berwick, PA 1 share
18603 Common Stock
Budd L. Beyer R.R. #2, Berwick, PA 18603 1 share
Common Stock
Robert E. Bull 323 W. 4th St., Nescopeck, PA 1 share
18635 Common Stock
Bernard A. Ciampi 302 Martzville Rd., Berwick, 1 share
PA 18603 Common Stock
Frank C. Elmes 113 W. Front St., Berwick, PA 1 share
18603 Common Stock
Russell M. Henne 521 E. 5th St., Berwick, PA 1 share
18603 Common Stock
Doyle W. Hortman 328 Mulberry St., Berwick, 1 share
PA 18603 Common Stock
John K. Jacoby 312 E. 4th St., Berwick, 1 share
PA 18603 Common Stock
F. Stuart Straub 1001 E. Front St., Berwick, 1 share
PA 18603 Common Stock
Robert J. Wise R.R. #3, Berwick, PA 18603 1 share
Common Stock
IN TESTIMONY WHEREOF, The Incorporator(s) Has (Have) Signed
And Sealed The Articles Of Incorporation This 5th Day of July,
1983.
/s/ Arthur E. Arndt, Jr.
Arthur E. Arndt, Jr.
/s/ Budd L. Beyer
Budd L. Beyer
/s/ Robert E. Bull
Robert E. Bull
/s/ Bernard A. Ciampi
Bernard A. Ciampi
/s/ Frank C. Elmes
Frank C. Elmes
/s/ Russell M. Henne
Russell M. Henne
/s/ Doyle W. Hortman
Doyle W. Hortman
/s/ John K. Jacoby
John K. Jacoby
/s/ F. Stuart Straub
F. Stuart Straub
/s/ Robert J. Wise
Robert J. Wise
FIRST KEYSTONE CORPORATION
DIRECTORS' CONSENT TO CORPORATE ACTION
The undersigned, being all the directors of the above-named
corporation, entitled to vote at a meeting thereof, do hereby
consent to the adoption of the following resolutions and to the
taking of the corporate action hereinafter specified as though
same had been adopted at a meeting the directors duly called and
convened, this consent being given pursuant to Section 402 of the
Business Corporation Law, as amended:
BE IT RESOLVED, that, in accordance with Section 1802 of the
Business Corporation Law, the Board of Directors approves,
adopts, ratifies and consents to an amendment to Article 5 of
this corporation's Articles of Incorporation to read as follows:
5. The aggregate number of shares which the corporation
shall have authority to issue is: Three Million
(3,000,000) shares of Common Stock of the par value of Two
Dollars ($2.00) per share (the "Common Stock") and Five
Hundred Thousand (500,000) shares of Preferred Stock of the
par value of Ten Dollars ($10.00) per share (the "Preferred
Stock") with a total authorized capital of Eleven Million
Dollars ($11,000,000).
The Preferred Stock of the corporation may, from time
to time, be divided into and issued in one or more series
of shares, each of which series shall be so designated as
to distinguish the shares thereof from the shares of all
other series. All shares within any series of Preferred
Stock shall be identical. There may be variations between
different series of Preferred Stock, namely, the rate of
dividend, the right of redemption, and the price at, and
the terms and conditions on, which shares may be redeemed,
the amounts payable upon shares in event of voluntary or
involuntary liquidation, sinking fund provisions for the
redemption or purchase of shares, the right of conversion,
and the terms and conditions on which shares may be
converted in the event the shares of any series of
Preferred Stock are issued with the privilege of
conversion. Different series of Preferred Stock shall not
be construed to constitute different classes of shares for
the purpose of voting by classes under the applicable laws
of the Commonwealth of Pennsylvania.
The Board of Directors of the corporation is hereby
expressly vested with the authority, by resolution, from
time to time to divide the Preferred Stock of the
corporation into one or more series as aforesaid, to fix
and determine the variable relative rights and preferences
of any series so established, and to change redeemed or
reacquired shares of any one series thereof into shares of
another series.
and,
BE IT FURTHER RESOLVED, that the Board of Directors approves,
adopts, ratifies and consents to a new additional Article 10 of
the corporation's Articles of Incorporation to read as follows:
10. No holder of shares of any class or of any series
of any class shall have any preemptive right to subscribe
for, purchase or receive any shares of the corporation,
whether now or hereafter authorized, or any obligations or
other securities convertible into or carrying options or
warrants to purchase any such shares of the corporation, or
any options or rights to purchase any such shares or
securities, issued or sold by the corporation for cash or
any other form of consideration, and any such shares,
securities, options, warrants or rights may be issued or
disposed of by the Board of Directors to such persons and
on such terms as the Board of Directors, in its discretion,
shall deem advisable.
and,
BE IT FURTHER RESOLVED, that the Board of Directors, directs that
the two aforesaid amendments to the corporation's Articles of
Incorporation be submitted to the shareholders at the 1989 Annual
Meeting of Shareholders to be held on March 21, 1989 at 9:00
a.m., prevailing time, at the main office of The First National
Bank of Berwick, 111 West Front Street, Berwick, Pennsylvania,
18603; and
NOW, THEREFORE, BE IT RESOLVED, that the proper officers of the
corporation are hereby directed, authorized and empowered to take
such action, for and on behalf of the corporation, as they deem
necessary, to effectuate the intent and purpose of the foregoing
resolutions.
Dated: February 15, 1989
/s/ Arthur E. Arndt, Jr.
Arthur E. Arndt, Jr.
/s/ J. Gerald Bazewicz
J. Gerald Bazewicz
/s/ Budd L. Beyer
Budd L. Beyer
/s/ Robert E. Bull
Robert E. Bull
/s/ John L. Coates
John L. Coates
/s/ Dudley P. Cooley
Dudley P. Cooley
/s/ Frederick E. Crispin, Jr.
Frederick E. Crispin, Jr.
/s/ Stanley E. Oberrender
Stanley E. Oberrender
/s/ F. Stuart Straub
F. Stuart Straub
/s/ Robert J. Wise
Robert J. Wise
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION
In compliance with the requirements of 15 Pa.C.S. paragraph
1915 (relating to Articles of Amendment), the undersigned
business corporation, desiring to amend its Articles, does hereby
certify and state that:
1. The Name of the Corporation is:
First Keystone Corporation
2. The Address, including street and number, of its
Registered Office in this Commonwealth is: (The
Department of State is hereby authorized to correct the
following statement to conform to the records of the
Department):
111 West Front Street, P.O. Box 289, Columbia County,
Berwick, Pennsylvania 18603
3. The Statute by or under which the Corporation was
Incorporated is:
Business Corporation law of 1933, Act of May 5, 1933,
P.L. 364, as amended.
4. The Date of its Incorporation is:
July 6, 1983
5. The Manner in which the Amendment was Adopted by the
Corporation is:
The amendment was duly approved and adopted, and
proposed to the Shareholders, by the Board of Directors
of the Corporation at a Meeting of the
Board of Directors of the Corporation duly called,
convened and held on February 10, 1998. The amendment
was duly adopted by the Shareholders of the Corporation
pursuant to Section 1914(a) and (b) of the Business
Corporation Law of 1988, as amended, at the 1998 Annual
Meeting of Shareholders of the Corporation duly called,
convened and held pursuant to a Notice of Annual
Meeting of Shareholders, Proxy Statement, and Form of
Proxy dated March 27, 1998 and first sent on or about
March 27, 1998 by United States Mail, first class
postage prepaid, to the Shareholders of record as of
the Record Date of March 10, 1998. The 1998 Annual
Meeting of shareholders was held at 9:00 a.m.,
prevailing time, on Tuesday, April 21, 1998 at the main
office of The First National Bank of Berwick, 111 West
Front Street Berwick, Pennsylvania 18603. The total
number of shares outstanding was 2,933,727 with each
share entitled to one vote. The total number of shares
entitled to vote was 2,933,727. The total number of
shares that voted for the amendment was 2,376,425, the
total number of shares that voted against the amendment
was 66,663, and the total number of shares that
abstained from voting on the matter was 35,532. Thus,
the amendment was approved and adopted by 81% of the
outstanding shares of Common Stock of the Corporation,
which constitutes greater than a majority of the
outstanding shares of Common Stock required to approved
and adopt the amendment.
6. The Amendment Adopted by the Corporation set forth in
full is:
5. The aggregate number of shares which the
Corporation shall have authority to issue is 10,000,000
shares of Common Stock of the par value of $2.00 per
share (the "Common Stock").
7. The Amendment shall be Effective upon filing these
Articles of Amendment with the Commonwealth of
Pennsylvania, Department of State, Corporation Bureau.
IN TESTIMONY WHEREOF, the undersigned Corporation has
caused these Articles of Amendment to be signed by a duly
authorized officer and its corporate seal, duly attested by
another such officer, to be hereunto affixed this 30th day of
April, 1998.
Attest: FIRST KEYSTONE CORPORATION
/s/ John L. Coates By: /s/ J. Gerald Bazewicz
Secretary President
CORPORATE SEAL