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Exhibit 3.1
USBANCORP, INC.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
1. The name of the corporation is USBANCORP, Inc.
2. The location and post office address of the initial registered office
of the corporation in this Commonwealth is Main and Franklin Streets,
Johnstown, Pennsylvania 15901
3. The corporation is incorporated under the Business Corporation Law of
the Commonwealth of Pennsylvania for the following purpose or purposes:
The corporation 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 such Law.
4. The term for which the corporation is to exist is perpetual.
5. The aggregate number of shares which the corporation shall have
authority to issue is:
2,000,000 shares of preferred stock, without par value, and
24,000,000 shares of common stock with the par value of $2.50.
A description of each class of shares and a statement of the
voting rights, designations, preferences, qualifications,
privileges, limitations, options, conversion rights, and other
special rights granted to or imposed upon the shares of each
class and of the authority vested in the Board of Directors of
the Corporation to establish series of Preferred Stock or to
determine the Preferred Stock will be issued as a class
without series and to fix and determine the voting rights,
designations, preferences and other special rights of the
Preferred Stock as a class or of the series thereof are as
follows:
(a) Preferred Stock may be issued from time to time
as a class without series or in one or more series.
Each series shall be designated by the Board of
Directors so as to distinguish the shares thereof
from the shares of all other series and classes. The
Board of Directors may by resolution from time to
time divide shares of Preferred Stock into series, or
determine that the Preferred Stock shall be issued as
a class without series, fix and determine the number
of shares in a series and the terms and conditions of
the issuance of the class or the series, and subject
to the provisions of this Article Five, fix and
determine the rights, preferences, qualifications,
privileges, limitations and other special rights, if
any, of the
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class (if none of such shares of the class have been
issued) or of any series so established, including
but not limited to, voting rights (which may be
limited, multiple, fractional or non-existent), the
rate of dividend, if any, and whether or to what
extent, if any, such dividends shall be cumulative
(including the date from which dividends shall be
cumulative, if any), the price at the terms and
conditions on which shares may be redeemed, if any,
the preference and the amounts payable on shares in
the event of voluntary or involuntary liquidation,
sinking fund provisions for the redemption or
purchase of shares in the event shares of the class
or of any series are issued with sinking fund
provisions, and the terms and conditions on which the
shares of the class or of any series may be converted
in the event the shares of the class or of any series
are issued with the privilege of conversion.
(b) The holders of Common Stock shall have one vote
per share. The rights of the holders of Common Stock
will be subject to any rights and preferences
pertaining to any class of Preferred Stock or any
series thereof to the extent set forth in any
resolution of the Board of Directors fixing the terms
thereof.
(c) Except as limited by the provisions of any series
of Preferred Stock or of the class if issued without
series, the Board of Directors may in its discretion,
at any time or from time to time, issue or cause to
be issued all or any part of the authorized and
unissued shares of Common Stock for consideration of
such character and value as the Board shall, from
time to time, fix or determine.
(d) The Board of Directors may, but need not, in
connection with the issuance of any fractional shares
of any class or series of any class of stock of the
Corporation, grant such fractional shares
proportional voting rights.
6. The name(s) and post office address(es) of each incorporation and the
number and class of shares subscribed by such incorporation(s) is
(are):
ADDRESS Number & Class
NAME (including street and number, if any) of Shares
John N. Crichton 786 Viewmont Avenue, Johnstown, PA 15905 400
William R. Horner R.D. 1, Box 139, Johnstown, PA 15906 400
Richard H. Mayer R.D. 5, Box 372, Johnstown, PA 15905 400
Gerald R. Mock 1707 Baumgardner Avenue, Windber, PA 15963 400
Frank J. Pasquerilla 945 Menoher Blvd., Johnstown, PA 15905 400
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7. The business and affairs of the Corporation shall be managed by a Board of
Directors comprised as follows:
(a) The whole Board of Directors shall consist of such number of persons,
not less than 5 nor more than 25, as may from time to time be
determined by the Board pursuant to a resolution adopted by a majority
vote of the directors then in office or by resolution of the
shareholders at a meeting thereof.
(b) Beginning with the Board of Directors to be elected at the annual
meeting of shareholders to be held in 1986, the Directors shall be
classified, in respect solely to the time for which they shall
severally hold office, by dividing them into three classes as nearly
equal in number as possible. At the annual meeting of shareholders to
be held in 1986, separate elections shall be held for the directors of
each class, the term of office of directors of the first class to
expire at the first annual meeting after their election; the term of
office of the directors of the second class to expire at the second
annual meeting after their election; and the term of office of the
directors of the third class to expire at the third annual meeting
after their election. At each succeeding annual meeting, the
shareholders shall elect directors of the class whose term then
expires, to hold office until the third succeeding annual meeting. Each
director shall hold office for the term for which elected and until his
or her successor shall be elected and shall qualify.
(c) Any director, any class of directors or the entire Board of Directors
may be removed from office by shareholder vote at any time, without
assigning any cause, but only if the holders of not less than
two-thirds of the voting power of the then outstanding shares of
capital stock of the Corporation entitled to vote at an annual election
of directors voting together as a single class, shall vote in favor of
such removal.
(d) Vacancies in the Board of Directors, including vacancies resulting from
an increase in the number of directors, may be filled only by a
majority vote of the remaining directors then in office, though less
than a quorum, except that vacancies resulting from removal from office
by a vote of the shareholders may be filled by the shareholders at the
same meeting at which such removal occurs. All directors elected to
fill vacancies shall hold office for a term expiring at the annual
meeting of shareholders at which the term of the class to which they
have been elected expires. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of an
incumbent director.
(e) Whenever the holders of any class or series of preferred stock shall
have the right, voting separately as a class, to elect one or more
directors of the Corporation, none of the foregoing provisions of this
Article Seven shall apply with respect to the director or directors
elected by such holders of preferred stock.
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CERTIFICATE OF DESIGNATION
TERMS OF
SERIES C JUNIOR PARTICIPATING PREFERRED STOCK
OF
USBANCORP, INC.
RESOLVED that, pursuant to the authority vested in the Board
of Directors of the Corporation by the Articles of Incorporation, the Board of
Directors does hereby provide for the issue of a series of Preferred Stock,
without par value, of the Corporation, to be designated "Series C Junior
Participating Preferred Stock" (hereinafter referred to as the "Series C
Preferred Stock" or "this Series"), initially consisting of 60,000 shares, and
to the extent that the designations, powers, preferences and relative and other
special rights and the qualifications, limitations and restrictions of the
Series C Preferred Stock are not stated and expressed in the Articles of
Incorporation, does hereby fix and herein state and express such designations,
powers, preferences and relative and other special rights and the
qualifications, limitations and restrictions thereof, as follows (all terms used
herein which are defined in the Articles of Incorporation shall be deemed to
have the meanings provided therein):
1. Designation and Amount. The designation of the series of
Preferred Stock created by this resolution shall be Series C Junior
Participating Preferred Stock and the number of shares constituting such Series
is Sixty Thousand (60,000). Such number of shares may be increased or decreased
by resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series C Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities of the Corporation convertible into
shares of this Series.
2. Dividends.
(A) Subject to the prior and superior rights of the holders of
any shares of any series of Preferred Stock ranking prior and superior to the
shares of this Series with respect to dividends, the holders of shares of this
Series shall be entitled to receive, when and as declared by the Board of
Directors out of funds legally available for the purpose, quarterly
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dividends payable in cash on April 1, July 1, October 1, and January 1 of each
year (each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of this Series, in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $10.00 or (b)
subject to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of this Series. In the event the Company shall at any time after February
24, 1995 (the "Rights Declaration Date"), declare any dividend on the Common
Stock payable in shares of Common Stock, subdivide the outstanding shares of
Common Stock, or combine the outstanding shares of Common Stock into a smaller
number of shares, then in each such case the amount to which holders of shares
of this Series were entitled immediately prior to such event under clause (b) of
the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.
(B) The Company shall declare a dividend or distribution on
the Series C Preferred Stock as provided in paragraph (A) of this section
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $10.00 per share on
Series C Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series C Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of this Series,
unless the date of issue of such shares is prior to the record date for the
first Quarterly Dividend Payment Date in which case dividends on
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such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date after
the record date for the determination of holders of shares of this Series
entitled to receive a quarterly dividend and before such Quarterly Dividend
Payment Date, in either of which events such dividends shall begin to accrue and
be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of this Series
in an amount less than the total amount of such dividends at the time accrued
and payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of this Series entitled
to receive payment of a dividend or distribution declared thereon, which record
date shall be no more than ten (10) days prior to the date fixed for the payment
thereof.
3. Voting Rights. The holders of shares of Series C Preferred
Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set
forth, each share of Series C Preferred Stock shall entitle the holder thereof
to 100 votes on all matters submitted to a vote of the shareholders of the
Corporation. In the event the Corporation shall at any time declare or pay any
dividend on the Common Shares payable in Common Shares, or effect a subdivision
or combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the number of votes per share to which holders of shares of Series C
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) Except as otherwise provided herein, in any other
resolutions creating a series of Preferred Stock or any similar stock, or by
law, the holders of shares of Series C Preferred Stock and the holders of Common
Stock and any other capital stock of the Corporation having general voting
rights shall vote together as one class on all matters submitted to a vote of
shareholders of the Corporation.
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(C) Except as set forth herein, or as otherwise provided by
law, holders of Series C Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.
4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series C Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series C Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:
(either as to dividends or upon liquidation, dissolution or winding up) to the
series C Preferred Stock;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the
Series C Preferred Stock, except dividends paid ratably on the Series C
Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series
C Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such junior stock
in exchange for shares of any stock of the Corporation ranking junior
(either as to dividends or upon dissolution, liquidation or winding up)
to the Series C Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for consideration
any shares of Series C Preferred Stock, or any shares of stock ranking
on a parity with the Series C Preferred Stock, except in accordance
with a purchase offer made in writing or by publication (as determined
by the Board of Directors) to all holders of such shares
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upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine in
good faith will result in fair and equitable treatment among the
respective series or classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
5. Reacquired Shares. Any shares of Series C Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Articles of Incorporation, or in any other resolutions creating a series of
Preferred Stock or any similar stock or as otherwise required by law.
6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (A) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series C
Preferred Stock unless, prior thereto, the holders of shares of Series C
Preferred Stock shall have received $100.00 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series C
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share to holders of Common
Stock, or (B) to the holders of shares of stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with the Series C
Preferred Stock, except distributions made ratably on the Series C Preferred
Stock and all such parity stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such liquidation, dissolution or
winding up. In the event the Corporation shall at any time declare or pay any
dividend on the outstanding shares of Common Stock payable in shares of Common
Stock, or effect a
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subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the aggregate amount to which holders of shares of Series C
Preferred Stock were entitled immediately prior to such event under the proviso
in clause (A) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.
7. Consolidation, Merger, Etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the outstanding shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case each
share of Series C Preferred Stock shall at the same time be similarly exchanged
or changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series C Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
8. No Redemption. The shares of Series C Preferred Stock shall
not be redeemable.
9. Rank. The Series C Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the Corporation's Preferred Stock.
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10. Amendment. The Articles of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series C Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Series C Preferred Stock, voting
together as a single class.
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