EXHIBIT 3 (i)
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
CITIZENS FINANCIAL SERVICES, INC.
FIRST. The name of Corporation is Citizens Financial Services, Inc.
SECOND. The address of the Corporation's registered office in the
Commonwealth of Pennsylvania is:
15 South Main Street
Mansfield, Pennsylvania 16933
THIRD. The corporation was incorporated on April 30, 1984, under the
provisions of the Business Corporation Law of the Commonwealth of Pennsylvania
(Act of May 5, 1933, P.L. 364, as amended). The purpose of the Corporation is
and it shall 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.
FOURTH. The aggregate number of shares, classes of shares and par
value of shares that the Corporation has authority to issue is 10,000,000
shares of common stock, par value $1.00 per share.
FIFTH. The term of the Corporation's existence is perpetual.
SIXTH. [Intentionally omitted.]
SEVENTH. Cumulative voting rights shall not exist with respect to the
election of directors.
EIGHTH. 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 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.
NINTH. 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.
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TENTH. 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.
ELEVENTH. 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.
TWELFTH. 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.
THIRTEENTH. No shareholder of this Corporation shall be entitled to
preemptive rights and preemptive rights shall not exist with respect to shares
or securities of this Corporation.
FOURTEENTH. 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.
FIFTEENTH. 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 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.
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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.
SIXTEENTH. 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.
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