EXHIBIT 3 (i)
ARTICLES OF INCORPORATION
CITIZENS FINANCIAL SERVICES, INC.
1. Name of Corporation (Must contain a corporate indicator
unless exempt under 15 P.S. 2908 8)
Citizens Financial Services, Inc.
2. Address of Registered Office in Pennsylvania (P.O. Box not
acceptable)
15 South Main Street
Mansfield, Pennsylvania 16933
3. Explain the Purpose or Purposes 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. The corporation is incorporated under
the provisions of the Business Corporation Law of the
Commonwealth of Pennsylvania (Act of May 5, 1993, P.L.
364, as amended).
4. Aggregate Number Shares, Classes of Shares and Par Value of
Shares which the Corporation shall have Authority to Issues:
Number and Class of Shares:
2,000,000
Stated Par Value Per Share (if any):
$1.00
Total Authorized Capital:
$2,000,000
Term of Existence:
Perpetual
5. Name and Address of Each Incorporator, and the Number of
Class and Shares Subscribed to by each Incorporator:
Name Address # and class of shares
Richard E. Wilber 255 Wakefield Terrace 1 share of common
Mansfield, PA 16933 stock
Robert M. Jones 307 Granger Street 1 share of common
Blossburg, PA 16912 stock
Rudolph J. 2 E. Wellsboro St. 1 share of common
van der Hiel Mansfield, PA 16912 stock
6. IN TESTIMONY WHEREOF, THE INCORPORATOR (S) HAS (HAVE) SIGNED
AND SEALED THE ARTICLES OF INCORPORATION THIS SEVENTEENTH
DAY OF NOVEMBER, 1983.
/s/ Richard E. Wilber
/s/ Robert M. Jones
/s/ Rudolph J. van der Hiel
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7. Cumulative Voting Rights
Cumulative voting rights shall not exist with respect to the
election of directors.
8. Opposition of Tender (or other offer)
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 securities of a corporation or otherwise.
When considering whether to oppose an offer, the
Board of Directors may, but it is not legally
obligated to, consider any pertinent issues; by way
of illustration, but not of limitation, the Board of
Directors may, but shall not be legally obligated
to, consider any and all of the following:
(1) Whether the offer price is acceptable based on
the historical and present operating results or
financial condition of the corporation.
(2) Whether a more favorable price could be
obtained for the corporation's securities in
the future.
(3) The impact which an acquisition of the
corporation would have on its employees,
depositors and customers of the corporation and
its subsidiaries in the community which they
serve.
(4) 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.
(5) 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 whose
securities are being offered.
(6) 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 and all of the following: advising
shareholders
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not to accept the offer; litigation against the
offeror; filing complaints with all governmental and
regulatory authorities; acquiring the 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.
9. Classification of Directors
The Directors shall be divided into three (3) classes, as
nearly equal in number as possible, known as Class 1,
consisting of not more than eight (8) Directors; Class 2,
consisting of not more than eight (8) Directors; and
Class 3, consisting of not more than nine (9) Directors.
The initial Directors of Class 1 shall serve until the
third (3rd) annual meeting of shareholders. At the third
(3rd) annual meeting of the shareholders, the Directors
of Class 1 shall be elected for a term of three (3) years
and, after expiration of such term, shall thereafter be
elected every three (3) years for three (3) year terms.
The initial Directors of Class 2 shall serve until the
second (2nd) annual meeting of shareholders. At the
second annual meeting of the shareholders, the Directors
of Class 2 shall be elected for a term of three (3) years
and, after the expiration of such term, shall thereafter
be elected every three (3) years for three (3) terms.
The initial Directors of Class 3 shall serve until the
first (1st) annual meeting of shareholders. At the first
(1st) annual meeting of the shareholders the Directors of
Class 3 shall be elected for a term of three (3) years
and, after the expiration of such term, shall thereafter
be elected every three (3) years for three (3) year
terms. Each director shall serve until his/her successor
shall have been elected and shall qualify, even though
his/her term of office as herein provided has otherwise
expired, except in the event of his/her earlier
resignation, removal or disqualification.
10. Number of Directors
The Board shall consist of not less than five nor more
than twenty-five shareholders, the exact number within
such minimum and maximum limits to be fixed and
determined from time to time by resolution of a majority
of the full Board or by resolution of the shareholders at any meeting
thereof; provided, however, that a majority of the full
Board of Directors may not increase the number of
directors to a number which; (i) exceeds by more than
two, the number of directors last elected by shareholder,
(ii) in no event shall the number of directors exceed
twenty five.
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11. Filling of Vacancies in Board of Directors Caused by
Increase in Number of Directors
Any directorship to be filled by reason of an increase in
the number of directors may be filled by the Board of
Directors. The Board of Directors shall specify the
class in which a director so elected shall serve. Any
director elected by the Board of Directors shall hold
office only until the next annual meeting of the
shareholders and until his successor shall have been
elected and qualified, notwithstanding that the term of
office of the other directors in the class of which he is
a member does not expire at the time of such meeting.
His successor shall be elected by the shareholders to a
term of office which shall expire at the same time as the
term of office of the other directors in the class to
which he is elected.
12. Eligibility and Mandatory Retirement
Commencing with the annual meeting of shareholders of
1984, no person shall be eligible to be newly elected or
appointed as a Director as he/she shall have attained the
age of sixty-eight (68) years on or prior to December 31
of the year prior to the date of his/her election.
13. Pre-Emptive Rights
In the event of any increase in the common stock of this
Corporation by the sale of additional shares thereof,
each shareholder shall be entitled to subscribe to such
additional shares of common stock in proportion to the
number of shares 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.
14. Indebtedness
The Corporation shall have authority to borrow money and
the Board of Directors, without the approval of the
shareholders and acting within their sole discretion,
shall have the authority to issue debt instruments of the
Corporation upon such terms and conditions and with such
limitation as the Board of Directors deems advisable.
The authority of the Board of Directors shall include,
but not be limited to, the power to issue convertible
debentures.
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15. Indemnification
A. To the extent permitted by Section 410 of the
Pennsylvania Business Corporation Law, and any
amendments thereto, and sections relating thereto,
Including the Directors' Liability Act, subject to
Federal regulatory restrictions, the Board of
Directors of the Corporation shall cause the
Corporation to indemnify any person who was or is or
is threatened to be made a party to any threatened,
pending, or completed actions, suit, or proceeding,
whether civil, criminal, administrative, or
investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of
the Corporation against expenses (including
attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by
him or her in connection with such action, suit, or
proceeding, including any amount paid to the
institution itself as a result of an action or suit
by or in the right of the Corporation.
To the extent permitted by law, the Board of
Directors of the Corporation shall cause the
Corporation to purchase and maintain insurance on
behalf of any person who is or was against any
liability asserted against him or her and incurred
by him or her in any such capacity, and arising out
of his or her status as such.
B. A director of the Corporation shall not be
personally liable for monetary damages as such for
any action taken, or any failure to take any action,
unless:
(1) the director has breached or failed to perform
the duties of his or her office under Section
8363 of the Directors' Liability Act (relating
to standard of care and justifiable reliance);
and
(2) the breach or failure to perform constitutes
self-dealing, willful misconduct or
recklessness.
Exception.
The provisions of this section shall not apply to:
(1) the responsibility or liability of a
director pursuant to any criminal statute; or
(2) the liability of a director for the payment of
taxes pursuant to local, State or Federal law.
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16. Shareholder Action
No merger, consolidation, liquidation or dissolution of
the Corporation nor any action that would result in the
sale of other disposition of all or substantially all of
the assets of the Corporation shall be valid unless first
approved by the affirmative vote of the holders of at
least sixty six and two thirds percent (66 2/3%) of the
outstanding shares of Common Stock. This Article may not
be amended unless first approved by the affirmative vote
of the holders of at least sixty six and two thirds
percent (66 2/3%) of the outstanding shares of Common
Stock.
Reflects Amendment to Article 15 as approved by Shareholders
at the April 19, 1988, Annual Meeting.
Amendment to Article 4 as approved by Shareholders at the
Annual Meeting on April 18, 1995:
4. The aggregate number of shares which the Corporation
shall have authority to issue is 5,000,000 shares of the
Common Stock of the par value of $1.00 per share (the
"Common Stock").
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BYLAWS OF
CITIZENS FINANCIAL SERVICES, INC.
These Bylaws are supplemental to the Pennsylvania Business
Corporation Law and other applicable provisions of law, as the
same shall from time to time be in effect.
ARTICLE I. MEETINGS OF SHAREHOLDERS.
Section 101. Place of Meetings. All meetings of the
shareholders shall be held at such place or places, within or
without the Commonwealth of Pennsylvania, as shall be determined by
the Board of Directors from time to time.
Section 102. Annual Meetings. The annual meeting of the
shareholders for the election of Directors and the transaction of
such other business as may properly come before the meeting shall
be held at such date or hour as may be fixed by the Board of
Directors. Any business which is a proper subject for shareholder
action may be transacted at the annual meeting, irrespective of
whether the notice of said meeting contains any reference thereto,
except as otherwise provided by applicable law.
Section 103. Special Meetings. Special meetings of the
shareholders may be called at any time by the Board of Directors,
or by any three or more shareholders owning, in the aggregate, not
less than twenty-five percent of the stock of the Corporation.
Section 104. Conduct of Shareholders' Meetings. The Board of
Directors shall appoint an officer to preside at all shareholders'
meetings. The officer presiding over the shareholders' 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. Unless the officer
presiding over the shareholders' meeting otherwise requires,
shareholders need not vote by ballot on any question.
ARTICLE II. DIRECTORS AND BOARD MEETINGS.
Section 201. Management by Board of Directors. The business
and affairs of the Corporation shall be managed by its Board of
Directors. The Board of Directors may exercise all such powers of
the Corporation and do all such lawful acts and things as are not
by statute, regulation, the Articles of Incorporation or these
Bylaws directed or required to be exercised or done by the
shareholders.
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Section 202. Nomination for Directors. Any shareholder who
intends to nominate or to cause to have nominated any candidate for
election to the Board of Directors (other than any candidate
proposed by the Corporation's then existing Board of Directors)
shall so notify the Secretary of the Corporation in writing not
less than 90 days nor more than 120 days prior to the date of any
meeting of shareholders called for the election of directors. Such
notification shall contain the following information to the extent
known by the notifying shareholder: (a) the name and address of
each proposed nominee; (b) the age of each proposed nominee; (c)
the principal occupation of each proposed nominee; (d) the number
of shares of the Corporation owned by each proposed nominee; (e)
the total number of shares that to the knowledge of the notifying
shareholder will be voted for each proposed nominee; (f) the name
and residence address of the notifying shareholder; and (g) the
number of shares of the Corporation owned by the notifying
shareholder.
Any nomination for director not made in accordance with this
Section shall be disregarded by the Chairman of the meeting, and
votes cast for each such nominee shall be disregarded by the judges
of election. In the event that the same person is nominated by
more than one shareholder, if at least one nomination for such
person complies with this Section, the nomination shall be honored
and all votes cast for such nomine shall be counted.
Section 203. Directors Must Be Shareholders. Every Director
must be a shareholder of the Corporation and shall own in his/her
own right the number of shares (if any) required by law in order to
qualify as such Director. Any Director shall forthwith cease to be
a Director when he/she no longer holds such shares, which fact
shall be reported to the Board of Directors by the Secretary,
whereupon the Board of Directors shall declare the seat of such
Directors vacated.
Section 204. 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 205. Compensation of Directors. No Director shall be
entitled to any salary as such; but the Board of Directors may fix,
from time to time, a reasonable annual fee for acting as a Director
and a reasonable fee to be paid each Director for his/her services
in attending meetings of the Board and meetings of committees
appointed by the Board. The Corporation may reimburse Directors
for expenses related to their duties as a member of the Board.
Section 206. Organizational Meeting. The Directors elected
shall meet at the main office of the Corporation for the purpose of
organizing the new Board and electing and appointing Officers of
the Corporation for the succeeding year. Such meeting shall be
held on the day of election or as soon as practicable thereafter
and in any event within thirty days thereof. A quorum of Directors
elected must be present at such meeting.
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Section 207. Regular Meetings. Regular meetings of the Board
of Directors shall be held on such day, at such hour, and
at such place, consistent with applicable law, as the Board shall,
from time to time, designate or as may be designated in any notice
from the Secretary calling the meeting. The Board of Directors
shall meet for reorganization at the first regular meeting
following the annual meeting of shareholders at which the Directors
are elected. Notice need not be given of regular meetings of the
Board of Directors which are held at the time and place designated
by the Board of Directors. If a regular meeting is not to be held
at the time and place designated by the Board of Directors, notice
of such meeting, which need not specify the business to be
transacted thereat and which may be either verbal or in writing,
shall be given by the Secretary to each member of the Board at
least twenty-four (24) hours before the time of the meeting.
A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business. If at the
time fixed for the meeting, including the meeting to organize the
new Board following the annual meeting of shareholders, a quorum is
not present, the directors in attendance may adjourn the meeting
from time to time until a quorum is obtained.
Except as otherwise provided herein, a majority of those directors
present and voting at any meeting of the Board of Directors, shall
decide each matter considered. A director cannot vote by proxy, or
otherwise act by proxy at a meeting of the Board of Directors.
Section 208. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board, the
President or at the request of three (3) or more members of the
Board of Directors. A special meeting of the Board of Directors
shall be deemed to be any meeting other than the regular meeting of
the Board of Directors. Notice of the time and place of every
special meeting, which need not specify the business to be
transacted thereat and which may be either verbal or in writing,
shall be given by the Secretary to each member of the Board at
least twenty-four (24) hours before the time of such meeting
excepting the Organization Meeting following the election of
Directors.
Section 209. Chairman of the Board. The Board of Directors
shall appoint one of its members to be a Chairman of the Board to
serve at the pleasure of the Board. He shall preside at all
meetings of the Board of Directors. The Chairman of the Board
shall supervise the carrying out of the policies adopted or
approved by the Board. He shall have general executive powers, as
well as the specific powers conferred by these Bylaws. He shall
also have and may exercise such further powers and duties as from
time to time may be conferred upon or assigned to him by the Board
of Directors.
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Section 210. Vice Chairmen of the Board. The Board of
Directors may elect one (1) or more Vice Chairmen of the Board as
the Board of Directors may, from time to time, deem advisable. The
Vice Chairmen of the Board shall have such duties as are prescribed
by the Board of Directors or the Chairman of the Board.
Section 211. Reports and Records. The reports of Officers and
Committees and the records of the proceedings of all Committees
shall be filed with the Secretary of the Corporation and presented
to the Board of Directors, if practicable, at its next regular
meeting. The Board of Directors shall keep complete records of its
proceedings in a minute book kept for that purpose. The minutes of
each meeting shall be signed by the Secretary or other Officer
appointed to act as Secretary of the meeting. When a Director
shall request it, the vote of each Director upon a particular
question shall be recorded in the minutes.
ARTICLE III. COMMITTEES.
Section 301. Committees. The following two (2) Committees of
the Board of Directors shall be established by the Board of
Directors: Executive Committee and Audit Committee.
Section 302. Executive Committee. The Executive Committee
shall consist of the Chairman of the Board, the President, and no
less than two (2) other directors. A majority of the members of
the Executive Committee shall constitute a quorum, and actions of
a majority of those present at a meeting at which a quorum is
present shall be actions of the Committee. Meetings of the
Committee may be called at any time by the Chairman or Secretary of
the Committee. The Executive Committee shall have and exercise the
authority of the Board of Directors in the management of the
business of the Corporation between the dates of regular meetings
of the Board.
Section 303. Audit Committee. The Audit Committee shall
consist of one (1) or more Directors, none of whom shall be
Officers of the Corporation. Meetings of the Committee may be
called at any time by the Chairman or Secretary of the Committee.
A majority of the members of the Committee shall constitute a
quorum, and actions of a majority of those present at a meeting at
which a quorum is present shall be actions of the Committee. The
Committee shall supervise the audit of the books of the Corporation
and recommend for approval by the Board the services of a reputable
Certified Public Accounting firm to examine the affairs of the
Corporation.
Section 304. Other Committees. The Board of Directors may
appoint, from time to time, from its own members, other committees
of one or more persons, for such purposes and with such powers as
the Board may determine.
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ARTICLE IV. OFFICERS.
Section 401. Officers. The Officers of the Corporation shall
be a President, one (1) or more Vice Presidents, a Secretary, a
Treasurer, and such other Officers and Assistant Officers as the
Board of Directors may, from time to time, deem advisable. Except
for the President, Secretary, and Treasurer, the Board may refrain
from filling any of the said offices at any time and from time to
time. The same individual may hold any two (2) or more offices
except both the offices of President and Treasurer. All Officers
shall be elected by the Board of Directors at the time, in the
manner and for such terms as the Board of Directors shall determine
from time to time. Any Officer may be removed at any time, with or
without cause, and regardless of the term for which such Officer
was elected. Each Officer shall hold his office for the current
year for which he was elected or appointed by the Board, unless he
shall resign, becomes disqualified, or be removed at the pleasure
of the Board of Directors.
Section 402. President. The President shall have general
supervision of all of the departments and business of the
Corporation and shall prescribe the duties of the other Officers
and Employees and see to the proper performance thereof. The
President shall be responsible for having all orders and
resolutions of the Board of Directors carried into effect. The
President shall execute on behalf of the Corporation and may affix
or cause to be affixed a seal to all authorized documents and
instruments requiring such execution, except to the extent that
signing and execution thereof shall have been delegated to some
other Officer or Agent of the Corporation by the Board of Directors
or by the President. The President shall be a member of the Board
of Directors. In general, the President shall perform all the
duties and exercise all the powers and authorities incident to such
office or as prescribed by the Board of Directors.
Section 403. Vice Presidents. The Vice Presidents shall
perform such duties, do such acts and be subject to such
supervision as may be prescribed by the Board of Directors or the
President. In the event of the absence or disability of the
President or his/her refusal to act, one Vice President, shall
perform the duties and have the powers and authorities of the
President, except to the extent inconsistent with applicable law.
Section 404. Secretary. The Secretary shall act under the
supervision of the Board of Directors. Unless a designation to the
contrary is made at a meeting, the Secretary shall attend all
meetings of the Board of Directors and all meetings of the
shareholders and record all of the proceedings of such meetings
in a book to be kept for that purpose. The Secretary shall give,
or cause to be given, notice of all meetings of the shareholders
and of the Board of Directors. The Secretary shall keep a seal
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of the Corporation and when authorized by the Board of Directors or
the President, cause it to be affixed to any documents and
instruments requiring it. An assistant Secretary may be designated
to serve in the event of absence or disability of the Secretary.
Section 405. Treasurer. The Treasurer shall act under the
supervision of the President or such other Officer as the President
may designate. The Treasurer shall have custody of the
Corporation's funds and such other duties as may be prescribed by
the Board of Directors, President or such other Supervising Officer
as the President may designate.
Section 406. Other Officers. All other Officers shall perform
such duties as shall be prescribed by the Board of Directors or the
President.
Section 407. Compensation. Unless otherwise provided by the
Board of Directors, the salaries and compensation of all Officers,
except the President, shall be fixed by or in the manner designated
by the President.
Section 408. General Powers. The Officers are authorized to
do and perform such corporate acts as are necessary in the carrying
on of the business of the Corporation, subject always to the
direction of the Board of Directors.
ARTICLE V. INDEMNIFICATION.
Section 501. To the extent permitted by Section 410 of the
Pennsylvania Business Corporation Law, and any amendments thereto,
and sections relating thereto, Including the Directors' Liability
Act, subject to Federal regulatory restrictions, the Board of
Directors of the Corporation shall cause the Corporation to
indemnify any person who was or is or is threatened to be made a
party to any threatened, pending, or completed actions, suit, or
proceeding, whether civil, criminal, administrative, or
investigative by reason of the fact that he or she is or was a
director, officer, employee or agent of the Corporation against
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or her
in connection with such action, suit, or proceeding, including any
amount paid to the institution itself as a result of an action or
suit by or in the right of the Corporation.
To the extent permitted by law, the Board of Directors of the
Corporation shall cause the Corporation to purchase and maintain
insurance on behalf of any person who is or was against any
liability asserted against him or her and incurred by him or her
in any such capacity, and arising out of his or her status as such.
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Section 502. A director of the Corporation shall not be
personally liable for monetary damages as such for any action
taken, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties
of his or her office under Section 8363 of the Directors' Liability
Act (relating to standard of care and justifiable reliance); and
(2) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.
Exception.
The provisions of this section shall not apply to:
(1) the responsibility or liability of a director pursuant to
any criminal statute; or
(2) the liability of a director for the payment of taxes
pursuant to local, State or Federal law.
ARTICLE VI. SHARES OF CAPITAL STOCK.
Section 601. Authority to Sign Share Certificates. Every
share certificate of the Corporation shall be signed by the
President and by the Secretary or one of the Assistant Secretaries.
Certificates may be signed by a facsimile signature of the
President and the Secretary or one of the Assistant Secretaries of
the Corporation.
Section 602. Lost or Destroyed Certificates. Any person
claiming a share certificate to be lost, destroyed or wrongfully
taken shall receive a replacement certificate if such person shall
have: (a) requested such replacement certificate before the
Corporation has notice that the shares have been acquired by a bona
fide purchaser; (b) provided the Corporation with an
indemnity agreement satisfactory in form and substance to the Board
of Directors, or the President or the Secretary; and (c) satisfied
any other reasonable requirements (including providing an affidavit
and a surety bond) fixed by the Board of Directors, or the
President or the Secretary.
Section 603. Transfers. Shares of stock shall be transferable
on the books of the Corporation, and a transfer book shall be kept
in which all transfers of stock shall be recorded.
Section 604. Control-Share Acquisitions. Subchapter G of
Chapter 25 of the Pennsylvania Corporation Law of 1988 (Title 15 of
the Pennsylvania Consolidated Statues) as enacted by Act 36 of
1990, approved April 27, 1990 shall not be applicable to this
corporation.
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ARTICLE VII. GENERAL.
Section 701. Fiscal Year. The fiscal year of the Corporation
shall begin on the first (1st) day of January in each year and end
on the thirty-first (31st) day of December in each year.
Section 702. Record Date. The Board of Directors may fix any
time whatsoever (whether or not the same is more than fifty (50)
days prior to the date of any meeting of shareholders, or the date
for the payment of any dividend or distribution, or the date for
the allotment of rights, or the date when any change or conversion
or exchange of shares will be made or will go into
effect, as a record date for the determination of the shareholders
entitled to notice of, or to vote at any such meetings, or entitled
to receive payment of any such dividend or distribution, or to
receive any such allotment of rights, or to exercise the rights in
respect to any such change, conversion or exchange of shares.
Section 703. Absentee Participation in Meetings. One (1) or
more Directors may participate in a meeting of the Board of
Directors, or of a Committee of the Board, by means of a conference
telephone or similar communications equipment, by means of which
all persons participating in the meeting can hear each other.
Section 704. Emergency Bylaws. In the event of any emergency
resulting from a nuclear attack or similar disaster, and during the
continuance of such emergency, the following Bylaw provisions shall
be in effect, notwithstanding any other provisions of the Bylaws:
(a) A meeting of the Board of Directors or of any
Committee thereof may be called by any Officer or Director upon one
(1) hour's notice to all persons entitled to notice whom, in the
sole judgment of the notifier, it is feasible to notify;
(b) The Director or Directors in attendance at the
meeting of the Board of Directors or of any Committee thereof shall
constitute a quorum; and
(c) These Bylaws may be amended or repealed, in whole or
in part, by a majority vote of the Directors attending any meeting
of the Board of Directors, provided such amendment or
repeal shall only be effective for the duration of such emergency.
Section 705. 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.
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ARTICLE VIII. AMENDMENT OR REPEAL.
Section 801. Amendment or Repeal by the Board of Directors.
These Bylaws may be amended or repealed, in whole or in part, by a
majority vote of members of the Board of Directors at any regular
or special meeting of the Board duly convened. Notice need not be
given of the purpose of the meeting of the Board of Directors at
which the amendment or repeal is to be considered.
Section 802. 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 and vote of such amendment or
repeal.
ARTICLE IX. APPROVAL OF AMENDED BYLAWS AND RECORD OF AMENDMENTS AND REPEALS.
Section 901. Approval and Effective Date. These Bylaws have
been approved as the Bylaws of the Corporation this 20th day of
December, 1983, and shall be effected as of said date.
/s/ Robert G. Messinger
Robert G. Messinger, Secretary
Section 902. Amendments or Repeals.
Date Amended
Section Involved or Repealed Approved By
ARTICLE V April 19, 1988 Shareholders
Section 604 July 23, 1990 Board of Directors
Section 202 May 28, 1991 Board of Directors