AMENDED AND RESTATED BYLAWS
OF
FIRST KEYSTONE FINANCIAL, INC.
AS OF DECEMBER 6, 2006
ARTICLE I. OFFICES
1.1 Registered Office and Registered Agent. The registered office of First
Keystone Financial, Inc. ("Corporation") shall be located in the Commonwealth of
Pennsylvania at such place as may be fixed from time to time by the Board of
Directors upon filing of such notices as may be required by law, and the
registered agent shall have a business office identical with such registered
office.
1.2 Other Offices. The Corporation may have other offices within or outside
the Commonwealth of Pennsylvania at such place or places as the Board of
Directors may from time to time determine.
ARTICLE II. STOCKHOLDERS' MEETINGS
2.1 Meeting Place. All meetings of the stockholders shall be held at the
principal place of business of the Corporation, or at such other place within or
without the Commonwealth of Pennsylvania as shall be determined from time to
time by the Board of Directors, and the place at which any such meeting shall be
held shall be stated in the notice of the meeting.
2.2 Annual Meeting Time. The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year on the fourth Wednesday
in January at the hour of 2:00 p.m., if not a legal holiday, and if a legal
holiday, then on the day following, at the same hour, or at such other date and
time as may be determined by the Board of Directors and stated in the notice of
such meeting.
2.3 Organization and Conduct. Each meeting of the stockholders shall be
presided over by the Chairman of the Board, or if the Chairman of the Board is
not present, by the President, or if the President is not present, by any
Executive or Senior Vice President or such other person as the directors may
determine. The Secretary, or in his absence a temporary Secretary, shall act as
secretary of each meeting of the stockholders. In the absence of the Secretary
and any temporary Secretary, the Chairman of the meeting may appoint any person
present to act as secretary of the meeting. The chairman of any meeting of the
stockholders, unless prescribed by law or regulation or unless the Board of
Directors has otherwise determined, shall determine the order of the business
and the procedure at the meeting, including such regulation of the manner of
voting and the conduct of discussions as shall be deemed appropriate by him in
his sole discretion.
2.4 Notice.
(a) Notice of the time and place of the annual meeting of stockholders
shall be given by delivering personally or by mailing a written or printed
notice of the same, at least 10 days and not more than 60 days prior to the
meeting, to each stockholder of record entitled to vote at such meeting. When
any stockholders' meeting, either annual or special, is adjourned for 30 days or
more, or if a new record date is fixed for an adjourned meeting of stockholders,
notice of the adjourned meeting shall be given as in the case of an original
meeting. It shall not be necessary to give any notice of the time and place of
any meeting adjourned for less than 30 days or of the business to be transacted
thereat (unless a new record date is fixed therefor), other than an announcement
at the meeting at which such adjournment is taken.
(b) At least 10 days and not more than 60 days prior to the meeting, a
written or printed notice of each special meeting of stockholders, stating the
place, day and hour of such meeting, and the purpose or purposes for which the
meeting is called, shall be either delivered personally or mailed to each
stockholder of record entitled to vote at such meeting.
2.5 Voting Record. At least five days before each meeting of stockholders,
a complete record of the stockholders entitled to vote at such meeting, or any
adjournment thereof, shall be made, arranged in alphabetical order, with the
address of and number of shares held by each, which record shall be kept on file
at the registered office of the Corporation and shall be subject to inspection
by any stockholder at any time during usual business hours. The record shall be
kept open at the time and place of such meeting for the inspection by any
stockholder.
2.6 Quorum. Except as otherwise required by law:
(a) A quorum at any annual or special meeting of stockholders shall
consist of stockholders representing, either in person or by proxy, a majority
of the outstanding capital stock of the Corporation entitled to vote at such
meeting.
(b) The votes of a majority in interest of those present at any
properly called meeting or adjourned meeting of stockholders, at which a quorum
as defined above is present, shall be sufficient to transact business.
2.7 Voting of Shares.
(a) Except as otherwise provided in these Bylaws or to the extent that
voting rights of the shares of any class or classes are limited or denied by the
Articles of Incorporation, each stockholder, on each matter submitted to a vote
at a meeting of stockholders, shall have one vote for each share of stock
registered in his name on the books of the Corporation.
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(b) Directors are to be elected by a plurality of votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. Stockholders shall not be permitted to cumulate their votes for the
election of directors. If, at any meeting of the stockholders, due to a vacancy
or vacancies or otherwise, directors of more than one class of the Board of
Directors are to be elected, each class of directors to be elected at the
meeting shall be elected in a separate election by a plurality vote.
2.8 Closing of Transfer Books and Fixing Record Date. For the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders, or any adjournment thereof, or entitled to receive payment of any
dividend, the Board of Directors may provide that the stock transfer books shall
be closed for a stated period not to exceed 90 days nor be less than 10 days
preceding such meeting or payment date, and in such case, written or printed
notice thereof shall be mailed at least 10 days before the closing thereof to
each stockholder of record at the address appearing on the records of the
Corporation or supplied by such stockholder to the Corporation for the purpose
of notice. In lieu of closing the stock transfer books, the Board of Directors
may fix in advance a record date for any such determination of stockholders,
such date to be not more than 90 days and, in case of a meeting of stockholders,
not less than 10 days prior to the date on which the particular action requiring
such determination of stockholders is to be taken.
2.9 Proxies. A stockholder may vote either in person or by proxy executed
in writing by the stockholder, or his duly authorized attorney-in-fact. No proxy
shall be valid after 11 months from the date of its execution, unless otherwise
provided in the proxy.
2.10 Voting of Shares in the Name of Two or More Persons. Where shares are
held jointly or as tenants in common by two or more persons as fiduciaries or
otherwise, if only one or more of such persons is present in person or by proxy,
all of the shares standing in the names of such persons shall be deemed to be
represented for the purpose of determining a quorum and the Corporation shall
accept as the vote of all such shares the votes cast by him or a majority of
them and if in any case such persons are equally divided upon the manner of
voting the shares held by them, the vote of such shares shall be divided equally
among such persons, without prejudice to the rights of such joint owners or the
beneficial owners thereof among themselves, except that, if there shall have
been filed with the Secretary of the Corporation a copy, certified by an
attorney-at-law to be correct, of the relevant portions of the agreements under
which such shares are held or the instrument by which the trust or estate was
created or the decree of court appointing them, or of a decree of court
directing the voting of such shares, the persons specified as having such voting
power in the latest such document so filed, and only such persons, shall be
entitled to vote such shares but only in accordance therewith.
2.11 Voting of Shares by Certain Holders. Shares standing in the name of
another corporation may be voted by an officer, agent or proxy as the bylaws of
such corporation may prescribe, or, in the absence of such provision, as the
Board of Directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the
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name of a trustee may be voted by him, either in person or by proxy. Shares
standing in the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such receiver without
the transfer thereof into his name if authority to do so is contained in an
appropriate order of the court or other public authority by which such receiver
was appointed. A stockholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee
or nominee, and thereafter the pledgee or nominee shall be entitled to vote the
shares so transferred
2.12 Inspectors. For each meeting of stockholders, the Board of Directors
may appoint one or more inspectors of election. If for any meeting the
inspector(s) appointed by the Board of Directors shall be unable to act or the
Board of Directors shall fail to appoint any inspector, one or more inspectors
may be appointed at the meeting by the chairman thereof. Such inspectors shall
conduct the voting in each election of directors and, as directed by the Board
of Directors or the chairman of the meeting, the voting on each matter voted on
at such meeting, and after the voting shall make a certificate of the vote
taken. Inspectors need not be stockholders.
ARTICLE III. CAPITAL STOCK
3.1 Certificates. Certificates of stock shall be issued in numerical order,
and each stockholder shall be entitled to a certificate signed by the President
or a Vice President, and the Secretary or the Treasurer, and may be sealed with
the seal of the Corporation or a facsimile thereof. The signatures of such
officers may be facsimiles if the certificate is manually signed on behalf of a
transfer agent, or registered by a registrar, other than the Corporation itself
or an employee of the Corporation. If an officer who has signed or whose
facsimile signature has been placed upon such certificate ceases to be an
officer before the certificate is issued, it may be issued by the Corporation
with the same effect as if the person were an officer on the date of issue. Each
certificate of stock shall state:
(a) that the Corporation is incorporated under the laws of the
Commonwealth of Pennsylvania;
(b) the name of the person to whom issued;
(c) the number and class of shares and the designation of the series,
if any, which such certificate represents; and
(d) the par value of each share represented by such certificate, or a
statement that such shares are without par value.
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3.2 Transfers.
(a) Transfers of stock shall be made only upon the stock transfer
books of the Corporation, kept at the registered office of the Corporation or at
its principal place of business, or at the office of its transfer agent or
registrar, and before a new certificate is issued the old certificate shall be
surrendered for cancellation. The Board of Directors may, by resolution, open a
share register in any state of the United States, and may employ an agent or
agents to keep such register, and to record transfers of shares therein.
(b) Shares of stock shall be transferred by delivery of the
certificates therefor, accompanied either by an assignment in writing on the
back of the certificate or an assignment separate from the certificate, or by a
written power of attorney to sell, assign and transfer the same, signed by the
holder of said certificate. No shares of stock shall be transferred on the books
of the Corporation until the outstanding certificates therefor have been
surrendered to the Corporation.
3.3 Registered Owner. Registered stockholders shall be treated by the
Corporation as the holders in fact of the stock standing in their respective
names and the Corporation shall not be bound to recognize any equitable or other
claim to or interest in any share on the part of any other person, whether or
not it shall have express or other notice thereof, except as expressly provided
below or by the laws of the Commonwealth of Pennsylvania. The Board of Directors
may adopt by resolution a procedure whereby a stockholder of the Corporation may
certify in writing to the Corporation that all or a portion of the shares
registered in the name of such stockholder are held for the account of a
specified person or persons. The resolution shall set forth:
(a) The classification of shareholder who may certify;
(b) The purpose or purposes for which the certification may be made;
(c) The form of certification and information to be contained therein;
(d) If the certification is with respect to a record date or closing
of the stock transfer books, the date within which the certification must be
received by the Corporation; and
(e) Such other provisions with respect to the procedure as are deemed
necessary or desirable.
Upon receipt by the Corporation of a certification complying with the above
requirements, the persons specified in the certification shall be deemed, for
the purpose or purposes set forth in the certification, to be the holders of
record of the number of shares specified in place of the stockholder making the
certification.
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3.4 Mutilated, Lost or Destroyed Certificates. In case of any mutilation,
loss or destruction of any certificate of stock, another may be issued in its
place upon receipt of proof of such mutilation, loss or destruction. The Board
of Directors may impose conditions on such issuance and may require the giving
of a satisfactory bond or indemnity to the Corporation in such sum as they might
determine, or establish such other procedures as they deem necessary.
3.5 Fractional Shares or Scrip. The Corporation may (a) issue fractions of
a share which shall entitle the holder to exercise voting rights, to receive
dividends thereon, and to participate in any of the assets of the Corporation in
the event of liquidation; (b) arrange for the disposition of fractional
interests by those entitled thereto; (c) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such shares are
determined; or (d) issue scrip in registered or bearer form which shall entitle
the holder to receive a certificate for a full share upon the surrender of such
scrip aggregating a full share.
3.6 Shares of Another Corporation. Shares owned by the Corporation in
another corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the Board of Directors may determine or, in the absence of such
determination, by the President of the Corporation.
ARTICLE IV. BOARD OF DIRECTORS
4.1 Number and Powers. The management of all the affairs, property and
interest of the Corporation shall be vested in a Board of Directors. The Board
of Directors shall be divided into four classes as nearly equal in number as
possible. The initial Board of Directors shall consist of seven persons. The
classification and term of the directors shall be as set forth in the
Corporation's Articles of Incorporation, which provisions are incorporated
herein with the same effect as if they were set forth herein. Directors need not
be stockholders or residents of the Commonwealth of Pennsylvania. In addition to
the powers and authorities expressly conferred upon it by these Bylaws and the
Articles of Incorporation, 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
or by the Articles of Incorporation or by these Bylaws directed or required to
be exercised or done by the stockholders.
4.2 Change of Number. The number of directors may at any time be increased
or decreased by a vote of a majority of the Board of Directors, provided that no
decrease shall have the effect of shortening the term of any incumbent director
except as provided in Sections 4.3 and 4.4 hereunder. Notwithstanding anything
to the contrary contained within these Bylaws, the number of directors may not
be less than 6 nor more than 15.
4.3 Vacancies. All vacancies in the Board of Directors shall be filled in
the manner provided in the Corporation's Articles of Incorporation, which
provisions are incorporated herein with the same effect as if they were set
forth herein.
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4.4 Removal of Directors. Directors may be removed in the manner provided
in the Corporation's Articles of Incorporation, which provisions are
incorporated herein with the same effect as if they were set forth herein.
4.5 Regular Meeting. Regular meetings of the Board of Directors or any
committee may be held without notice at the principal place of business of the
Corporation or at such other place or places, either within or without the
Commonwealth of Pennsylvania, as the Board of Directors or such committee, as
the case may be, may from time to time designate. The annual meeting of the
Board of Directors shall be held without notice immediately after the
adjournment of the annual meeting of stockholders.
4.6 Special Meetings.
(a) Special meetings of the Board of Directors may be called at any
time by the President or by a majority of the authorized number of directors, to
be held at the principal place of business of the Corporation or at such other
place or places as the Board of Directors or the person or persons calling such
meeting may from time to time designate. Notice of all special meetings of the
Board of Directors shall be given to each director by three days' service of the
same by telegram, by letter, or personally. Such notice need not specify the
business to be transacted at, nor the purpose of, the meeting.
(b) Special meetings of any committee may be called at any time by
such person or persons and with such notice as shall be specified for such
committee by the Board of Directors, or in the absence of such specification, in
the manner and with the notice required for special meetings of the Board of
Directors.
4.7 Quorum. A majority of the Board of Directors shall be necessary at all
meetings to constitute a quorum for the transaction of business.
4.8 Waiver of Notice. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. A waiver of notice signed by the
director or directors, whether before or after the time stated for the meeting,
shall be equivalent to the giving of notice.
4.9 Registering Dissent. A director who is present at a meeting of the
Board of Directors at which action on a corporate matter is taken shall be
presumed to have assented to such action unless his dissent is entered in the
minutes of the meeting, or unless he files his written dissent to such action
with the person acting as the secretary of the meeting before the adjournment
thereof, or unless he delivers his dissent in writing to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
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4.10 Executive, Audit and Other Committees. Standing or special committees
may be appointed from its own number by the Board of Directors from time to
time, and the Board of Directors may from time to time invest such committees
with such powers as it may see fit, subject to such conditions as may be
prescribed by the Board. An Executive Committee may be appointed by resolution
passed by a majority of the full Board of Directors. It shall have and exercise
all of the authority of the Board of Directors, except in reference to amending
the Articles of Incorporation, adopting a plan of merger or consolidation,
recommending the sale, lease or exchange or other dispositions of all or
substantially all the property and assets of the Corporation otherwise than in
the usual and regular course of business, recommending a voluntary dissolution
or a revocation thereof, or amending these Bylaws. An Audit Committee shall be
appointed by resolution passed by a majority of the full Board of Directors, and
at least a majority of the members of the Audit Committee shall be directors who
are not also officers of the Corporation. The Audit Committee shall recommend
independent auditors to the Board of Directors annually and shall review the
Corporation's budget, the scope and results of the audit performed by the
Corporation's independent auditors and the Corporation's system of internal
control and audit with management and such independent auditors, and such other
duties as may be assigned to it by the Board of Directors. All committees
appointed by the Board of Directors shall keep regular minutes of the
transactions of their meetings and shall cause them to be recorded in books kept
for that purpose in the office of the Corporation. The designation of any such
committee, and the delegation of authority thereto, shall not relieve the Board
of Directors, or any member thereof, of any responsibility imposed by law.
4.11 Remuneration. No stated fee shall be paid to directors, as such, for
their service, but by resolution of the Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of such Board; provided, that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of standing or special
committees may be allowed compensation for attending committee meetings.
4.12 Action by Directors Without a Meeting. Any action which may be taken
at a meeting of the directors, or of a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so taken or to be
taken, shall be signed by all of the directors, or all of the members of the
committee, as the case may be. Such consent shall have the same effect as a
unanimous vote.
4.13 Action of Directors by Communications Equipment. Any action which may
be taken at a meeting of directors, or of a committee thereof, may be taken by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time.
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4.14 Chairman of the Board of Directors. The Board of Directors may elect
from among its members a Chairman of the Board and Vice-Chairman/Chairmen of the
Board of Directors. The Chairman of the Board of Directors (or, in his absence,
the Vice Chairman of the Board, if one has been elected) shall preside at all
meetings of the Board of Directors. The Chairman of the Board (and the
Vice-Chairman of the Board, if one has been elected) shall perform such other
duties as may be assigned from time to time by the Board of Directors.
4.15 Age Limitation. No person shall be eligible for election, re-election,
appointment or re-appointment as a member of the Board of Directors of the
Corporation if such person is more than 75 years of age other than a person
serving as a member of the Board of Directors as of September 21, 1994. Any
person, who attains the age of 75 years during his term as a director of the
Corporation shall continue to serve as a director for the remainder of such
term. A person who was serving as a director of the Corporation as of September
21, 1994 shall not be subject to any of the restrictions set forth in this
Section 4.15.
ARTICLE V. OFFICERS
5.1 Designations. The officers of the Corporation shall be the Chairman of
the Board, a President, a Secretary and a Treasurer, as well as such Vice
Presidents (including Executive, Senior and Administrative Vice Presidents),
Assistant Secretaries and Assistant Treasurers as the Board may designate, who
shall be elected for one year by the directors at their first meeting after the
annual meeting of stockholders, and who shall hold office until their successors
are elected and qualify. Any two or more offices may be held by the same person,
except that the offices of President and Secretary may not be held by the same
person.
5.2 Powers and Duties. The officers of the Corporation shall have such
authority and perform such duties as the Board of Directors may from time to
time authorize or determine. In the absence of action by the Board of Directors,
the officers shall have such powers and duties as generally pertain to their
respective offices.
5.3 Delegation. In the case of absence or inability to act of any officer
of the Corporation and of any person herein authorized to act in his place, the
Board of Directors may from time to time delegate the powers or duties of such
officer to any other officer or any director or other person whom it may select.
5.4 Vacancies. Vacancies in any office arising from any cause may be filled
by the Board of Directors at any regular or special meeting of the Board.
5.5 Other Officers. Directors may appoint such other officers and agents as
it shall deem necessary or expedient, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.
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5.6 Term - Removal. The officers of the Corporation shall hold office until
their successors are chosen and qualify. Any officer or agent elected or
appointed by the Board of Directors may be removed at any time, with or without
cause, by the affirmative vote of a majority of the whole Board of Directors,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed.
5.7 Bonds. The Board of Directors may, by resolution, require any and all
of the officers to give bonds to the Corporation, with sufficient surety or
sureties, conditioned for the faithful performance of the duties of their
respective offices, and to comply with such other conditions as may from time to
time be required by the Board of Directors.
ARTICLE VI. FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the Corporation shall end on the 30th day of September
of each year. The Corporation shall be subject to an annual audit as of the end
of its fiscal year by independent public accountants appointed by and
responsible to the Board of Directors. The appointment of such accountants shall
be subject to annual ratification by the stockholders.
ARTICLE VII. DIVIDENDS AND FINANCE
7.1 Dividends. Dividends may be declared by the Board of Directors and paid
by the Corporation out of the unreserved and unrestricted earned surplus of the
Corporation, or out of the unrestricted capital surplus of the Corporation,
subject to the conditions and limitations imposed by the laws of the
Commonwealth of Pennsylvania. The stock transfer books may be closed for the
payment of dividends during such periods of not in excess of 50 days, as from
time to time may be fixed by the Board of Directors or a committee thereof. The
Board of Directors, however, without closing the books of the Corporation, may
declare dividends payable only to the holders of record at the close of business
on any business day not more than 50 days prior to the date on which the
dividend is paid.
7.2 Reserves. Before making any distribution of earned surplus, there may
be set aside out of the earned surplus of the Corporation such sum or sums as
the directors from time to time in their absolute discretion deem expedient as a
reserve fund to meet contingencies, or for equalizing dividends, or for
maintaining any property of the Corporation, or for any other purpose. Any
earned surplus of any year not distributed as dividends shall be deemed to have
thus been set apart until otherwise disposed of by the Board of Directors.
7.3 Depositories. The monies of the Corporation shall be deposited in the
name of the Corporation in such bank or banks or trust company or trust
companies as the Board of Directors shall designate, and shall be drawn out only
by check or other order for payment of money signed by such persons and in such
manner as may be determined by resolution of the Board of Directors.
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ARTICLE VIII. PERSONAL LIABILITY OF DIRECTORS
A director of the Corporation shall not be personally liable for monetary
damages for any action taken, or any failure to take any action, as a director
to the extent set forth in the Corporation's Articles of Incorporation, which
provisions are incorporated herein with the same effect as if they were set
forth herein.
ARTICLE IX. NOTICES
Except as may otherwise be required by law, any notice to any stockholder
or director may be delivered personally or by mail. If mailed, the notice shall
be deemed to have been delivered when deposited in the United States mail,
addressed to the addressee at his last known address in the records of the
Corporation, with postage thereon prepaid.
ARTICLE X. SEAL
The corporate seal of the Corporation shall be in such form and bear such
inscription as may be adopted by resolution of the Board of Directors, or by
usage of the officers on behalf of the Corporation.
ARTICLE XI. BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of
account and shall keep minutes and proceedings of meetings of its stockholders
and Board of Directors; and it shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record
of its stockholders, giving the names and addresses of all stockholders and the
number and class of the shares held by each. Any books, records and minutes may
be in written form or any other form capable of being converted into written
form within a reasonable time.
ARTICLE XII. AMENDMENTS
These Bylaws may be altered, amended or repealed only as set forth in the
Corporation's Articles of Incorporation, which provisions are incorporated
herein with the same effect as if they were set forth herein.
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