Exhibit 3.1
ARTICLES OF INCORPORATION
OF
INDIAN VILLAGE BANCORP, INC.
ARTICLE 1. NAME
The name of the corporation is Indian Village Bancorp, Inc. (hereinafter
referred to as the "Corporation").
ARTICLE 2. REGISTERED OFFICE
The address of the initial registered office of the Corporation in the
Commonwealth of Pennsylvania is CT Corporation System, 1635 Market Street,
Philadelphia, Pennsylvania 19103, Philadelphia County.
ARTICLE 3. NATURE OF BUSINESS
The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the Business Corporation Law of
1988, as amended, of the Commonwealth of Pennsylvania (the "BCL"). The
Corporation is incorporated under the provisions of the BCL.
ARTICLE 4. DURATION
The term of the existence of the Corporation shall be perpetual.
ARTICLE 5. CAPITAL STOCK
A Authorized Amount. The total number of shares of capital stock which
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the Corporation has authority to issue is 6,000,000, of which 1,000,000 shall be
preferred stock, par value $.01 per share (hereinafter the "Preferred Stock"),
and 5,000,000 shall be common stock, par value $.01 per share (hereinafter the
"Common Stock"). Except to the extent required by governing law, rule or
regulation, the shares of capital stock may be issued from time to time by the
Board of Directors without further approval of stockholders. The Corporation
shall have the authority to purchase its capital stock out of funds lawfully
available therefor.
B. Common Stock. Except as provided in this Article 5 (or in any
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resolution or resolutions adopted by the Board of Directors pursuant hereto),
the exclusive voting power shall be vested in the Common Stock, with each holder
thereof being entitled to one vote for each share of such Common Stock standing
in the holder's name on the books of the Corporation. Subject to any rights and
preferences of any class of stock having preference over the Common Stock,
holders of Common Stock shall be entitled to such dividends as may be declared
by the Board of Directors out of funds lawfully available therefor. Upon any
liquidation, dissolution or winding up of the affairs of the Corporation,
whether voluntary or involuntary, holders of Common Stock shall be entitled to
receive pro rata the remaining assets of the Corporation after the holders of
any class of stock having preference over the Common Stock have been paid in
full any sums to which they may be entitled.
C. Authority of Board to Fix Terms of Preferred Stock. The Board of
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Directors shall have the full authority permitted by law to divide the
authorized and unissued shares of Preferred Stock into series and to fix by
resolution full, limited, multiple or fractional, or no voting rights, and such
designations, preferences, qualifications, privileges, limitations,
restrictions, options, conversion rights, and other special or relative rights
of the Preferred Stock or any series thereof that may be desired.
D. Limitations on Voting the Corporation's Common Stock.
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1. Notwithstanding any other provision of these Articles of
Incorporation, in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or
indirectly, by a person who, as of any record date for the
determination of stockholders entitled to vote on any matter,
beneficially owns in excess of 10% of the then-outstanding shares
of Common Stock (the "Limit"), be entitled, or permitted to any
vote in respect of the shares held in excess of the Limit, unless a
majority of the Whole Board (as hereinafter defined) shall have by
resolution granted in advance such entitlement or permission. The
number of votes which may be cast by any record owner by virtue of
the provisions hereof in respect of Common Stock beneficially owned
by such person owning shares in excess of the Limit shall be a
number equal to the total number of votes which a single record
owner of all Common Stock owned by such person would be entitled to
cast, multiplied by a fraction, the numerator of which is the
number of shares of such class or series which are both
beneficially owned by such person and owned of record by such
record owner and the denominator of which is the total number of
shares of Common Stock beneficially owned by such person owning
shares in excess of the Limit.
2. The following definitions shall apply to this Section D of this
Article 5.
(a) "Affiliate" shall have the meaning ascribed to it in Rule 12b-2
of the General Rules and Regulations under the Securities
Exchange Act of 1934, as in effect on the date of filing of
these Articles of Incorporation.
(b) "Beneficial ownership" shall be determined pursuant to Rule
13d-3 3 of the General Rules and Regulations under the
Securities Exchange Act of 1934 (or any successor rule or
statutory provision), or, if said Rule 13d-3 shall be rescinded
and there shall be no successor rule or provision thereto,
pursuant to said Rule 13d-3 as in effect on the date of filing
of these Articles of Incorporation; provided, however, that a
person shall, in any event, also be deemed the "beneficial
owner" of any Common Stock:
(i) which such person or any of its affiliates beneficially
owns, directly or indirectly; or
(ii) which such person or any of its affiliates has (A) the
right to acquire (whether such right is exercisable
immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding
(but shall not be deemed to be the
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beneficial owner of any voting shares solely by reason
of an agreement, contract, or other arrangement with
the Corporation to effect any transaction which is
described in any one or more of subparagraphs A(1)(a)
through (h) of Article 12 or upon the exercise of
conversion rights, exchange rights, warrants, or
options or otherwise, or (B) sole or shared voting or
investment power with respect thereto pursuant to any
agreement, arrangement, understanding, relationship or
otherwise (but shall not be deemed to be the beneficial
owner of any voting shares solely by reason of a
revocable proxy granted for a particular meeting of
stockholders, pursuant to a public solicitation of
proxies for such meeting, with respect to shares of
which neither such person nor any such affiliate is
otherwise deemed the beneficial owner); or
(iii) which are beneficially owned, directly or indirectly,
by any other person with which such first mentioned
person or any of its affiliates acts as a partnership,
limited partnership, syndicate or other group pursuant
to any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of
any shares of capital stock of the Corporation; and
provided further, however, that (i) no director or
officer of the Corporation (or any Affiliate of any
such director or officer) shall, solely by reason of
any or all of such directors of officers acting in
their capacities as such, be deemed, for any purposes
hereof, to beneficially own any Common Stock
beneficially owned by any other such director or
officer (or any Affiliate thereof), and (ii) neither
any employee stock ownership or similar plan of the
Corporation or any subsidiary of the Corporation, nor
any trustee with respect thereto or any Affiliate of
such trustee (solely by reason of such capacity of such
trustee), shall be deemed, for any purposes hereof, to
beneficially own any Common Stock held under any such
plan. For purposes of computing the percentage
beneficial ownership of Common Stock of a person, the
outstanding Common Stock shall include shares deemed
owned by such person through application of this
subsection but shall not include any other Common Stock
which may be issuable by the Corporation pursuant to
any agreement, or upon exercise of conversion rights,
warrants or options, or otherwise. For all other
purposes, the outstanding Common Stock shall include
only Common Stock then outstanding and shall not
include any Common Stock which may be issuable by the
Corporation pursuant to any agreement, or upon the
exercise of conversion rights, warrants or options, or
otherwise.
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(c) A "person" shall mean any individual, firm, corporation, or
other entity.
(d) "Whole Board" shall mean the total number of directors which
the Corporation would have if there were no vacancies on the
Board of Directors.
3. The Board of Directors shall have the power to construe and apply
the provisions of this Section and to make all determinations
necessary or desirable to implement such provisions, including but
not limited to matters with respect to (i) the number of shares of
Common Stock beneficially owned by any person, (ii) whether a
person is an affiliate of another, (iii) whether a person has an
agreement, arrangement, or understanding with another as to the
matters referred to in the definition of beneficial ownership, (iv)
the application of any other definition or operative provision of
this Section to the given facts, or (v) any other matter relating
to the applicability or effect of this Section.
4. The Board of Directors shall have the right to demand that any
person who is reasonably believed to beneficially own Common Stock
in excess of the Limit (or holds of record Common Stock
beneficially owned by any person in excess of the Limit) supply the
Corporation with complete information as to (i) the record owner(s)
of all shares beneficially owned by such person who is reasonably
believed to own shares in excess of the Limit, and (ii) any other
factual matter relating to the applicability or effect of this
Section as may reasonably be required of such person.
5. Except as otherwise provided by law or expressly provided in this
Section D, the presence, in person or by proxy, of the holders of
record of shares of capital stock of the Corporation entitling the
holders thereof to cast a majority of the votes (after giving
effect, if required, to the provisions of this Section D) entitled
to be cast by the holders of shares of capital stock of the
Corporation entitled to vote shall constitute a quorum at all
meetings of the stockholders, and every reference in these Articles
of Incorporation to a majority or other proportion of capital stock
(or the holders thereof) for purposes of determining any quorum
requirement or any requirement for stockholder consent or approval
shall be deemed to refer to such majority or other proportion of
the votes (or the holders thereof) then entitled to be cast in
respect of such capital stock.
6. Any constructions, applications, or determinations made by the
Board of Directors pursuant to this Section in good faith and on
the basis of such information and assistance as was then reasonably
available for such purpose shall be conclusive and binding upon the
Corporation and its stockholders.
7. In the event any provision (or portion thereof) of this Section D
shall be found to be invalid, prohibited or unenforceable for any
reason, the remaining provisions (or portions thereof) of this
Section shall remain in full force and effect, and shall be
construed as if such invalid, prohibited or unenforceable provision
had been stricken here from or otherwise rendered inapplicable, it
being the intent of the Corporation and its stockholders that each
such remaining provision (or
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portion thereof) of this Section D remain, to the fullest extent
permitted by law, applicable and enforceable as to all
stockholders, including stockholders owning an amount of Common
Stock over the Limit, notwithstanding any such finding.
ARTICLE 6. INCORPORATOR
The name and mailing address of the sole incorporator is as follows:
Name Address
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Marty R. Lindon P.O. Box 830
Gnadenhutten, Ohio 44629
ARTICLE 7. DIRECTORS
The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors.
A. Number. Except as otherwise increased from time to time by the
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exercise of the rights of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
additional directors, the number of directors of the Corporation shall be
determined as stated in the Corporation's Bylaws, as may be amended from time to
time.
B. Initial Directors. The number of directors constituting the initial
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Board of Directors of the Corporation is seven, and the names and addresses of
the persons who are to serve as the initial directors until their successors are
elected and qualified, together with the classes of directorships to which such
persons have been assigned, are:
Name Address Class
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Rebecca S. Mastin P.O. Box 830 III
Gnadenhutten, Ohio 44629
John A. Beitzel P.O. Box 830 I
Gnadenhutten, Ohio 44629
Marty R. Lindon P.O. Box 830 II
Gnadenhutten, Ohio 44629
Michael A. Cochran P.O. Box 830 III
Gnadenhutten, Ohio 44629
Vernon E. Mishler P.O. Box 830 II
Gnadenhutten, Ohio 44629
Joanne Limbach P.O. Box 830 II
Gnadenhutten, Ohio 44629
Cindy S. Knisely P.O. Box 830 I
Gnadenhutten, Ohio 44629
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C. Classification and Term. The Board of Directors, other than those who
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may be elected by the holders of any class or series of stock having preference
over the Common Stock as to dividends or upon liquidation, shall be divided into
three classes as nearly equal in number as possible, with the term of office of
the directors of the first class to expire at the first annual meeting of
stockholders, the term of office of the directors of the second class to expire
at the second annual meeting of stockholders, and the term of office of the
directors of the third class to expire at the third annual meeting of
stockholders with each director to hold office until his or her successor shall
have been duly elected and qualified. At each annual meeting of stockholders
following such election, the directors elected to succeed those in the class
whose terms are expiring shall be elected for a term of office to expire at the
third succeeding annual meeting of stockholders and when their respective
successors are elected and qualified. Notwithstanding the foregoing, and except
as otherwise required by law, whenever the holders of any one or more series of
Preferred Stock shall have the right, voting separately as a class, to elect one
or more directors of the Corporation, the term of the director or directors
elected by such holders shall expire at the next succeeding annual meeting of
stockholders and vacancies created with respect to any directorship of the
directors so elected may be filled in the manner specified by the terms of such
Preferred Stock.
D. No Cumulative Voting. Stockholders of the Corporation shall not be
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permitted to cumulate their votes for the election of directors.
E. Vacancies. Except as otherwise fixed pursuant to the provisions of
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Article 5 hereof relating to the rights of the holders of any class or series of
stock having preference over the Common Stock as to dividends or upon
liquidation to elect directors, any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, shall be filled by a majority vote of the directors then in office,
whether or not a quorum is present, or by a sole remaining director, and any
director so chosen shall serve until the term of the class to which he was
appointed shall expire and until his successor is elected and qualified. When
the number of directors is changed, the Board of Directors shall determine the
class or classes to which the increased or decreased number of directors shall
be appointed, provided that no decrease in the number of directors shall shorten
the term of any incumbent director.
F. Removal. Subject to the rights of any class or series of stock having
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preference over the Common Stock as to dividends or upon liquidation to elect
directors, any director (including persons elected by directors to fill
vacancies in the Board of Directors) may be removed from office only for cause
by an affirmative vote of not less than 75% of the total votes eligible to be
cast by stockholders at a duly constituted meeting of stockholders called
expressly for such purpose. Cause for removal shall exist only if the director
whose removal is proposed has been either declared of unsound mind by an order
of a court of competent jurisdiction, convicted of a felony or of an offense
punishable by imprisonment for a term of more than one year by a court of
competent jurisdiction, or deemed liable by a court of competent jurisdiction
for gross negligence or misconduct in the performance of such director's duties
to the Corporation. At least 30 days prior to such meeting of stockholders,
written notice shall be sent to the director whose removal will be considered at
the meeting. Directors may also be removed from office in the manner provided
in Sections 1726(b) and 1726(c) of the BCL, or any successors to such sections.
G. Discharge of Duties. In discharging the duties of their respective
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positions, the Board of Directors, committees of the Board of Directors and
individual directors shall, in considering the best interests of the
Corporation, consider the effects of any action upon the employees of the
Corporation
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and its subsidiaries, the depositors and borrowers of any insured institution
subsidiary, the communities in which offices or other establishments of the
Corporation or any subsidiary are located and all other pertinent factors.
ARTICLE 8. PREEMPTIVE RIGHTS
No holder of the capital stock of the Corporation shall be entitled as
such, as a matter of right, to subscribe for or purchase any part of any new or
additional issue of stock of any class whatsoever of the Corporation, or of
securities convertible into stock of any class whatsoever, whether now or
hereafter authorized, or whether issued for cash or other consideration or by
way of a dividend.
ARTICLE 9. INDEMNIFICATION, ETC. OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS
A. Personal Liability of Directors. A director of the Corporation shall
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not be personally liable for monetary damages for any action taken, or any
failure to take any action, as a director except to the extent that by law a
director's liability for monetary damages may not be limited.
B. Indemnification. The Corporation shall indemnify any person who was
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or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, including actions by or in the right of
the Corporation, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the full extent permissible under Pennsylvania law.
C. Advancement of Expenses. Reasonable expenses incurred by an officer,
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director, employee or agent of the Corporation in defending a civil or criminal
action, suit or proceeding described in Section B of this Article 9 may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that the person is not
entitled to be indemnified by the Corporation.
D. Other Rights. The indemnification and advancement of expenses
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provided by or pursuant to this Article 9 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any insurance or other agreement, vote of stockholders or
directors or otherwise, both as to actions in their official capacity and as to
actions in another capacity while holding an office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.
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E. Insurance. The Corporation shall have the power to purchase and
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maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article 9.
F. Security Fund; Indemnity Agreements. By action of the Board of
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Directors (notwithstanding their interest in the transaction), the Corporation
may create and fund a trust fund or fund of any nature, and may enter into
agreements with its officers, directors, employees and agents for the purpose of
securing or insuring in any manner its obligation to indemnify or advance
expenses provided for in this Article 9.
G. Modification. The duties of the Corporation to indemnify and to
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advance expenses to any person as provided in this Article 9 shall be in the
nature of a contract between the Corporation and each such person, and no
amendment or repeal of any provision of this Article 9, and no amendment or
termination of any trust or other fund created pursuant to Section F of this
Article 9, shall alter to the detriment of such person the right of such person
to the advance of expenses or indemnification related to a claim based on an act
or failure to act which took place prior to such amendment, repeal or
termination.
H. Proceedings Initiated by Indemnified Persons. Notwithstanding any
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other provision of this Article 9, the Corporation shall not indemnify a
director, officer, employee or agent for any liability incurred in an action,
suit or proceeding initiated (which shall not be deemed to include counter-
claims or affirmative defenses) or participated in as an intervenor or amicus
curiae by the person seeking indemnification unless such initiation of or
participation in the action, suit or proceeding is authorized, either before or
after its commencement, by the affirmative vote of a majority of the directors
in office.
ARTICLE 10. MEETINGS OF STOCKHOLDER
A. Special Meetings of Stockholders. Except as otherwise required by law
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and subject to the rights of the holders of any class or series of Preferred
Stock, special meetings of the stockholders of the Corporation may be called
only by (i) the Board of Directors pursuant to a resolution approved by the
affirmative vote of a majority of the directors then in office, (ii) the
Chairperson of the Board or (iii) the President.
B. Action Without a Meeting. Any action permitted to be taken by the
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stockholders at a meeting may be taken without a meeting if consent in writing
setting forth the action so taken shall be signed by all of the stockholders who
would be entitled to vote at a meeting for such purpose and filed with the
Secretary of the Corporation as part of the corporate records.
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ARTICLE 11. APPROVAL OF CERTAIN BUSINESS COMBINATIONS
The stockholder vote required to approve Business Combinations (as
hereinafter defined) shall be as set forth in this section.
A. Approval Required
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1. Except as otherwise expressly provided in this Article 11, the
affirmative vote of the holders of (i) at least 80% of the
outstanding shares entitled to vote thereon (and, if any class or
series of shares is entitled to vote thereon separately, the
affirmative vote of the holders of at least 80% of the outstanding
shares of each such class or series), and (ii) at least a majority of
the outstanding shares entitled to vote thereon, not including shares
deemed beneficially owned by a Related Person (as hereinafter
defined), shall be required in order to authorize any of the
following:
(a) any merger or consolidation of the Corporation with or into a
Related Person (as hereinafter defined);
(b) any sale, lease, exchange, transfer or other disposition,
including without limitation, a mortgage, or any other security
device, of all or any Substantial Part (as hereinafter defined)
of the assets of the Corporation (including without limitation
any voting securities of a subsidiary) or of a subsidiary, to a
Related Person;
(c) any merger or consolidation of a Related Person with or into the
Corporation or a subsidiary of the Corporation;
(d) any sale, lease, exchange, transfer or other disposition of all
or any Substantial Part of the assets of a Related Person to the
Corporation or a subsidiary of the Corporation;
(e) the issuance of any securities of the Corporation or a
subsidiary of the Corporation to a Related Person;
(f) the acquisition by the Corporation or a subsidiary of the
Corporation of any securities of a Related Person;
(g) any reclassification of the Common Stock of the Corporation, or
any recapitalization involving the Common Stock of the
Corporation; and
(h) any agreement, contract or other arrangement providing for any
of the transactions described in this Article.
2. Such affirmative vote shall be required notwithstanding any other
provision of these Articles, any provision of law, or any agreement
with any regulatory
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agency or national securities exchange which might otherwise permit a
lesser vote or no vote.
3. The term "Business Combination" as used in this Article 11 shall mean
any transaction which is referred to in any one or more of
subparagraphs A(1)(a) through (h) above.
B. Exception for Prior Approval by Continuing Directors. The provisions
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of paragraph A shall not be applicable to any particular Business Combination,
and such Business Combination shall require only such affirmative vote as is
required by any other provision of this Certificate, any provision of law, or
any agreement with any regulatory agency or national securities exchange, if the
Business Combination shall have been approved by a two-thirds vote of the
Continuing Directors (as hereinafter defined); provided, however, that such
approval shall only be effective if obtained at a meeting at which a Continuing
Director Quorum (as hereinafter defined) is present.
C. Definitions. For the purposes of this Article 11 the following
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definitions apply:
1. The term "Related Person" shall mean and include (a) any individual,
corporation, partnership or other person or entity which together
with its "affiliates" (as that term is defined in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of
1934, as in effect on the date of filing of the Articles of
Incorporation), "beneficially owns" (as that term is defined in Rule
13d-3 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as in effect on the date of filing of the
Articles of Incorporation) in the aggregate 10% or more of the
outstanding shares of the common stock of the Corporation; and (b)
any "affiliate" (as that term is defined in Rule 12b-2 under the
Securities Exchange Act of 1934, as in effect on the date of filing
of the Articles of Incorporation) of any such individual,
corporation, partnership or other person or entity. Without
limitation, any shares of the Common Stock of the Corporation which
any Related Person has the right to acquire pursuant to any
agreement, or upon exercise or conversion rights, warrants or
options, or otherwise, shall be deemed "beneficially owned" by such
Related Person.
2. The term "Substantial Part" shall mean more than 25% of the total
assets of the Corporation, as of the end of its most recent fiscal
year ending prior to the time the determination is made.
3. The term "Continuing Director" shall mean any member of the Board of
Directors of the Corporation who is unaffiliated with the Related
Person and was a member of the Board prior to the time that the
Related Person became a Related Person, and any successor of a
Continuing Director who is unaffiliated with the Related Person and
is recommended to succeed a Continuing Director by a majority of
Continuing Directors then on the Board.
4. The term "Continuing Director Quorum" shall mean two-thirds of the
Continuing Directors capable of exercising the powers conferred on
them.
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ARTICLE 12. AMENDMENT OF ARTICLES AND BYLAWS
A. Articles. The Corporation reserves the right to amend, alter, change
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or repeal any provision contained in these Articles of Incorporation, in the
manner now or hereafter prescribed by law, and all rights conferred upon
stockholders herein are granted subject to this reservation. No amendment,
addition, alteration, change or repeal of these Articles of Incorporation shall
be made unless it is first approved by the Board of Directors of the Corporation
pursuant to a resolution adopted by the affirmative vote of a majority of the
directors then in office, and thereafter is approved by the holders of a
majority (except as provided below) of the shares of the Corporation entitled to
vote generally in an election of directors, voting together as a single class,
as well as such additional vote of the Preferred Stock as may be required by the
provisions of any series thereof. Notwithstanding anything contained in these
Articles of Incorporation to the contrary, the affirmative vote of the holders
of at least 75% of the shares of the Corporation entitled to vote generally in
an election of directors, voting together as a single class, as well as such
additional vote of the Preferred Stock as may be required by the provisions of
any series thereof, shall be required to amend, adopt, alter, change or repeal
any provision inconsistent with Section D of Article 5 and Articles 7, 8, 9, 10,
11 and 12 hereof. In addition, the Board of Directors may amend the Articles of
Incorporation without the approval of stockholders as provided by Section
1914(c) of the BCL or any successor of such section.
B. Bylaws. The Board of Directors, to the extent permitted by law, or
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stockholders may adopt, alter, amend or repeal the Bylaws of the Corporation.
Such action by the Board of Directors shall require the affirmative vote of a
majority of the directors then in office at any regular or special meeting of
the Board of Directors. Such action by the stockholders shall require the
affirmative vote of the holders of a majority of the shares of the Corporation
entitled to vote generally in an election of directors, voting together as a
single class, as well as such additional vote of the Preferred Stock as may be
required by the provisions of any series thereof, provided that the affirmative
vote of the holders of at least 75% of the shares of the Corporation entitled to
vote generally in an election of directors, voting together as a single class,
as well as such additional vote of the Preferred Stock as may be required by the
provisions of any series thereof, shall be required to amend, adopt, alter,
change or repeal any provision inconsistent with Sections 2.3, 2.7, 4.1, 4.2,
4.3 and 4.4 of the Bylaws and Articles VIII and XII of the Bylaws.
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I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the Business Corporation Law of
1988, as amended, of the Commonwealth of Pennsylvania through these Articles of
Incorporation, do make, file and record the Articles of Incorporation and do
hereby certify that the facts herein stated are true, and accordingly hereunto
set my hand this 1st day of March 1999.
By: /s/ Marty R. Lindon
_____________________
Marty R. Lindon
Incorporator
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