EXHIBIT A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF CCFNB BANCORP, INC.
1. The name of the corporation is CCFNB Bancorp, Inc.
2. The registered address of the corporation in the Commonwealth of
Pennsylvania is 232 East Street, Bloomsburg, Pennsylvania, 17815,
Columbia County.
3. The purpose or purposes of the corporation are too 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
Pennsylvania Business Corporation Law and under any corresponding
provisions of succeeding law.
4. The corporation shall have authority to issue five million (5,000,000)
shares of common stock, par value $1.25 per share, and one million
(1,000,000) shares of preferred stock, par value $1.25 per share.
The Board of Directors is hereby authorized from time to time to
provide by resolution for the issuance of shares of preferred stock in
one or more classes or series not exceeding the aggregate number of
shares of preferred stock authorized by these Amended and Restated
Articles of Incorporation, as amended from time to time; and to
determine with respect to each such series the voting powers, if any
(which voting powers if granted may be full or limited), designations,
preferences and relative, participating, optional or other special
rights, and the qualifications, limitations or restrictions applicable
thereto, including, without limiting the generality of the foregoing,
the voting rights applicable to any class or series (which may be any
whole or fractional number of votes per share, and which may be
applicable generally or only upon stated matters, events or
conditions); the rate of dividend to which holders of preferred stock
of any class or series may be entitled (which may or may not be
cumulative and/or participating); the rights of holders of preferred
stock of any series in the event of liquidation, dissolution or winding
up of the affairs of the corporation or other circumstances; the
rights, if any, of holders of preferred stock of any class or series to
convert or exchange such shares of preferred stock for shares of any
other class of capital stock of this corporation or any other entity or
to convert or exchange such preferred stock for any other form of
property (including in each case the determination of the price or
prices or the rate or rates applicable to such rights to convert or
exchange and the adjustment thereof, the time or times during which the
right to convert or exchange shall be applicable and the time or times
during which a particular price or rate shall be applicable); the
rights to redeem any class or series of preferred stock (which may be
mandatory at a fixed time or upon the occurrence of specified event, or
it may be optional on the part of the corporation and/or the
shareholder).
Unless otherwise provided by law or in a resolution or resolutions
establishing a particular class or series of preferred stock, the
aggregate number of authorized shares of preferred stock may be
increased by an amendment to these Amended and Restated Articles of
Incorporation approved solely by the holders of common stock and of any
preferred stock which is entitled pursuant to its voting rights
designated by the Board of Directors, to vote thereon, if at all,
voting together as a class.
The Board of Directors shall be entitled to increase or decrease the
number of shares previously designated by the Board of Directors to a
series of preferred stock without prior shareholder approval.
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Before the corporation shall issue any shares of preferred stock of any
class or series, a certificate, setting forth a copy of the resolution
or resolutions of the Board of Directors, fixing the attributes of such
class or series shall be filed in the manner prescribed by the laws of
the Commonwealth of Pennsylvania.
7. Cumulative voting shall not exist with respect to the election of
directors.
8. The holders of common and preferred stock shall have no preemptive
right to subscribe for or purchase any shares (or any option, warrant
or other optional rights or securities having conversion or option or
purchase rights with respect to any shares) issued or sold by the
corporation for cash or any other form of consideration.
9. Any issued and outstanding shares of common and preferred stock of the
corporation that are acquired by the corporation shall be deemed to be
issued but not outstanding, except that the Board of Directors may, by
resolution, restore any or all of such issued but not outstanding
shares to the status of authorized but unissued shares, and may
thereafter reissue those shares.
10. Shares of the common and preferred stock may be issued at a price
determined by the Board of Directors or the Board of Directors may set
a minimum price or establish a formula or method by which the price may
be determined. Consideration for shares may consist of money,
obligations (including an obligation of a shareholder), services
performed, whether or not contracted for, contracts for services to be
performed, shares or other securities or obligations of the issuing
business corporation, or any other tangible or intangible property or
benefit to the corporation. If shares are issued for other than money,
the value of the consideration shall be determined by or in a manner
provided by the Board of Directors. Consideration for shares shall be
provided or paid to the corporation or as ordered by the Board of
Directors.
11. Limitation of Directors' Liability
11.1 No director of the corporation shall be personally liable for monetary
damages as such for any action taken or any failure to take any action unless:
(a) the director has breached or failed to perform the duties of his or her
office under Subchapter B of Chapter 17 of the Pennsylvania Business Corporation
Law, and (b) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness; provided, however, that the provisions of this
Article 11 shall not apply to the responsibility or liability of a director
pursuant to any criminal statute, or to the liability of a director for the
payment of taxes pursuant to local, Pennsylvania or federal law.
11.2 Indemnification and Insurance
(a) Indemnification of Directors and Officers.
(i) Each Indemnitee (as defined below) shall be
indemnified and held harmless by the corporation for
all actions taken by him or her and for all failures
to take action (regardless of the date of any such
action or failure to take action) to the fullest
extent permitted by Pennsylvania law against all
expense, liability and loss (including, without
limitation, attorneys' fees, judgments, fines, taxes,
penalties, and amounts paid or to be paid in
settlement) reasonably incurred or suffered by the
Indemnitee in connection with any Proceeding (as
defined below). No indemnification pursuant to this
Article 11 shall be made, however, in any case where
the act or failure to act giving rise to the claim
for indemnification is determined by a court to have
constituted self dealing, willful misconduct or
recklessness.
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(ii) The right to indemnification provided in this Article
11 shall include the right to have the expenses
incurred by the Indemnitee in defending any
Proceeding paid by the corporation in advance of the
final disposition of the Proceeding to the fullest
extent permitted by Pennsylvania law; provided that,
if Pennsylvania law continues so to require, the
payment of such expenses incurred by the Indemnitee
in advance of the final disposition of a Proceeding
shall be made only upon delivery to the corporation
of an undertaking, by or on behalf of the Indemnitee,
to repay all amounts so advanced without interest if
it shall ultimately be determined that the Indemnitee
is not entitled to be indemnified under this Article
11 or otherwise.
(iii) Indemnification pursuant to this Article 11 shall
continue as to an Indemnitee who has ceased to be a
director or officer and shall inure to the benefit of
his or her heirs, executors and administrators.
(iv) For purposes of this Article 11, (A) "Indemnitee"
shall mean each director or officer of the
corporation who was or is a party to, or is
threatened to be made a party to, or is otherwise
involved in, any Proceeding, by reason of the fact
that he or she is or was a director or officer of the
corporation or is or was serving in any capacity at
the request or for the benefit of the corporation as
a director, officer, employee, agent, partner, or
fiduciary of, or in any other capacity for, another
corporation or any partnership, joint venture, trust,
employee benefit plan, or other enterprise; and (B)
"Proceeding" shall mean any threatened, pending or
completed action, suit or proceeding (including,
without limitation, an action, suit or proceeding by
or in the right of the corporation), whether civil,
criminal, administrative, investigative or through
arbitration.
(b) Indemnification of Employees and Other Persons. The
corporation may, by action of its Board of Directors and to
the extent provided in such action, indemnify employees and
other persons as though they were Indemnitees. To the extent
that an employee or agent of the corporation has been
successful on the merits or otherwise in defense of any
Proceeding or in defense of any claim, issue or matter herein,
the corporation shall indemnify such person against expenses
(including attorneys' fees) actually and reasonably incurred
by such person in connection therewith.
(c) Non-Exclusivity of Rights. The rights to indemnification and
to the advancement of expenses provided in this Article 11
shall not be exclusive of any other rights that any person may
have or hereafter acquire under any statute, provision of the
Articles of Incorporation or Bylaws, agreement, vote of
shareholders or directors, or otherwise.
(d) Insurance. The corporation may purchase and maintain
insurance, at its expense, for the benefit of any person on
behalf of whom insurance is permitted to be purchased by
Pennsylvania law against any expense, liability or loss,
whether or not the corporation would have the power to
indemnify such person under Pennsylvania or other law. The
corporation may also purchase and maintain insurance to insure
its indemnification obligations whether arising hereunder or
otherwise.
(e) Fund for Payment of Expenses. The corporation may create a
fund of any nature, which may, but need not be, under the
control of a trustee, or otherwise may secure in any manner
its indemnification obligations, whether arising hereunder,
under the Bylaws, by agreement, vote of shareholders or
directors, or otherwise.
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11.3 Amendment
The provisions of this Article 11, relating to the limitation of
directors' liability, to indemnification and to the advancement of
expenses shall constitute a contract between the corporation and each
of its directors and officers which may be modified as to any director
or officer only with that person's consent or as specifically provided
in this Article 11. Notwithstanding any other provision of these
Articles relating to their amendment generally, any repeal or amendment
of this Article 11 which is adverse to any director or officer shall
apply to such director or officer only on a prospective basis, and
shall not reduce any limitation on the personal liability of a director
of the corporation, or limit the rights of an Indemnitee to
indemnification or to the advancement of expenses with respect to any
action or failure to act occurring prior to the time of such repeal or
amendment. Notwithstanding any other provision of these Articles, no
repeal or amendment of these Articles shall affect any and all of this
Article 11 so as either to reduce the limitation of directors'
liability or limit indemnification or the advancement of expenses in
any manner unless adopted by (a) the unanimous vote of the directors of
the corporation then serving, or (b) the affirmative vote the majority
of the holders of the common stock; provided that no such amendment
shall have retroactive effect inconsistent with the preceding sentence.
11.4 Changes in Pennsylvania Law
References in this Article 11 to Pennsylvania law or to any provision
thereof shall be to such law as it existed on the date this Article 11
was adopted or as such law thereafter may be changed; provided that (a)
in the case of any change which expands the liability of directors or
limits the indemnification rights or the rights to advancement of
expenses which the corporation may provide, the rights to limited
liability, to indemnification and to the advancement of expenses
provided in this Article 11 shall continue as theretofore to the extent
permitted by law; and (b) if such change permits the corporation
without the requirement of any further action by shareholders or
directors to limit further the liability of directors (or limit the
liability of officers) or to provide broader indemnification right or
rights to the advancement of expenses than the corporation was
permitted to provide prior to such change, then liability thereupon
shall be so limited and the rights to indemnification and the
advancement of expenses shall be so broadened to the extent permitted
by law.
12. Subchapters G and H of Chapter 25 of the Pennsylvania Business
Corporation Law, or any corresponding provisions of succeeding law,
shall not be applicable to the corporation.
13. (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 the
historical and present operating results or financial condition of this
corporation;
(ii) Whether a more favorable price could be obtained for this
corporation's securities in the future;
(iii) The social and economic effects of the offer or
transaction on this corporation and any of its subsidiaries, employees,
depositors, loan and other customers, creditors, shareholders and other
elements of the communities in which this corporation and any of its
subsidiaries operate or are located;
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(iv) The value of the securities (if any) which the offeror is
offering in exchange for this corporation's securities, based on an
analysis of the worth of the offeror or other entity whose securities
are being offered;
(v) The business and financial conditions and earnings
prospects of the offeror, including, but not limited to, debt service
and other existing or likely financial obligations of the offeror, and
the possible affect of such conditions upon this corporation and any of
its subsidiaries and the other elements of the communities in which
this corporation and any of its subsidiaries operate or are located;
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 offeror's securities;
selling or otherwise issuing authorized but unissued securities or granting
options or warrants 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.
14. The power to make, alter, amend and repeal the By-laws is expressly vested
in the Board of Directors, subject however to the right of the shareholders to
change such action by the affirmative vote of a majority of the outstanding
shares of the common and preferred stock of the corporation.
15. 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 66 2/3% of the
outstanding shares of the common and preferred stock of the corporation. This
Article 15 may not be amended unless first approved by the affirmative vote of
the holders of at least 66 2/3% of the outstanding shares of the common and
preferred stock of the corporation.
16. Control Events.
(a) It is the declared intent and policy of this corporation and
its shareholders that control of this corporation is an asset
that belongs to all shareholders of this corporation and that
no shareholder should have, either directly or indirectly,
beneficial ownership of twenty-five percent (25%) or more of
the outstanding shares of the common or preferred stock of the
corporation. Therefore, to carry out the aforementioned intent
and policy, this corporation and its shareholders approve and
adopt this Article 16.
(b) When any person is determined by the Board of Directors to be
the beneficial owner, either directly or indirectly, of
twenty-five percent (25%) or more of the outstanding shares of
the common or preferred stock of the corporation (the
"Substantial Shareholder"), then the Board of Directors may
issue in its sole discretion on a pro rata basis to those
shareholders of the corporation who are not affiliated with
the Substantial Shareholder warrants to purchase additional
shares of the common stock of this corporation at a purchase
price equivalent to fifty percent (50%) of the average
transaction price of all purchases and sales of the common
stock of this corporation that occurred during the previous
twelve-month period and that are known by the Board of
Directors. Such warrants shall be issued without any
consideration, shall not be assignable and shall expire six
(6) months from the date of their issuance. The Board of
Directors shall have the sole discretion in the determination
of the number of shares of common stock of this corporation
that may be purchased pursuant to such warrants.
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(c) The Board of Directors may use, but is not necessarily limited
to, the following indicia to determine "beneficial ownership":
the effect of stock ownership by a person's spouse and minor
children; ownership of shares held by a corporation or
foundation of which a Substantial Shareholder is an officer or
affiliate; the extent of a Substantial Shareholder's ownership
of partnership shares; transfers pursuant to divorce;
installment purchases; stock warrants; grants and options;
control over the voting power of any stock; the status of a
Substantial Shareholder as trustee, trust beneficiary or
settlor of a trust of which part or all of the corpus is
shares of the common stock or preferred stock or both of this
corporation; and stock dividends.
(d) "Affiliate" of, or a person "affiliated" with, the Substantial
Shareholder, is a person that directly, indirectly, through
one or more intermediaries, controls, or is controlled by, or
is under common control with, the Substantial Shareholder.
(e) "Person" means an individual, corporation, partnership,
association, joint stock company, syndicate, trust where the
interest of the beneficiaries are evidenced by a security, an
unincorporated organization, group of persons acting in
consort, or any other entity. "Person" does not mean the Board
of Directors of this corporation acting collectively in its
capacity as the Board of Directors. "Person" does include an
individual who is a member of the Board of Directors.
(f) This Article 16 may not be amended unless first approved by
the affirmative vote of the holders of at least seventy-five
percent (75%) of the outstanding shares of common and
preferred stock of this corporation.
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