EXHIBIT 3(a)
Board of Directors
CNB Financial Corporation
We have audited the consolidated financial statements of CNB Financial
Corporation and subsidiary (Corporation) at December 31, 1995 and 1994 and for
the years then ended, all incorporated by reference in the Annual Report on Form
10-K to be filed by the Corporation under the Securities and Exchange Act of
1934 (the Act); our report dated January 26, 1996 with respect thereto is also
incorporated by reference in such Annual Report on Form 10-K.
In connection with the Form 10-K:
1. We are independent auditors with respect to the Corporation within the
meaning of the Act and the applicable published rules and regulations
thereunder.
2. In our opinion, the consolidated financial statements audited by us and
incorporated by reference in the Form 10-K comply as to form in all material
respects with the applicable accounting requirements of the Act and the
published rules and regulations thereunder.
3. We affirm that generally accepted auditing standards require us to read the
information, in addition to audited financial statements, contained in the Form
10-K, to consider whether such information is materially inconsistent with
information appearing in the financial statements, and to discuss any such
inconsistencies with management and the Board of Directors. Nothing came to our
attention, as a result of reading the additional information contained in the
Form 10-K, that caused us to conclude that any of the information is materially
inconsistent with information appearing in the financial statements. Generally
accepted auditing standards do not require, and we have not performed, any
procedures, other than as described above.
This letter is solely for the information of, and assistance to, the directors
of the Corporation in connection with the filing of the Corporation's Annual
Report on Form 10-K, and is not to be used, circulated, quoted, or otherwise
referred to for any other purpose.
Very truly yours,
/S/ ERNST & YOUNG
Ernst & Young LLP
March 19, 1996
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Filed this 12th day of
COMMONWEALTH OF PENNSYLVANIA September, 1983
DEPARTMENT OF STATE
CORPORATION BUREAU Commonwealth of Pennsylvania
Department of State
Articles of CNB FINANCIAL CORPORATION
/s/ William R. Davis
Domestic Business Corporation Secretary of the Commonwealth
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In compliance with the provisions of the Act of May 5, 1933, as
amended, specifically, Title 15 Purdon's Pennsylvania Statutes Annotated,
Section 1204, the undersigned, desiring to be incorporated as a business
corporation, hereby certifies that:
1. The name of the corporation is:
CNB FINANCIAL CORPORATION
2. The location and post office address of the initial registered office
of the corporation in this Commonwealth is:
Market and Second Streets
Clearfield, PA 16830
3. PURPOSE:
The corporation shall have unlimited power to engage in and to do any
lawful act concerning any or all lawful business for which corporations may
be incorporated under this act and the corporation is incorporated under
the provisions of the Act of May 5, 1933, as amended, specifically, Title
15 Purdon's Pennsylvania Statutes Annotated, Section 1204.
4. TERM:
Perpetual
5. NUMBER OF SHARES: (AMENDED MARCH 18, 1986)
The total number of authorized shares shall be 2,500,000 with a par value
of $4.00. The shares of the corporation shall not have preemptive rights
but shall have the right of cumulative voting in regard to the election of
Directors only as hereinafter set forth.
6. Except as set forth in paragraph five hereof, there are no special rights,
designations, preferences, qualifications, limitations or restrictions
imposed upon the stock of the corporation except as provided in these
Articles of Incorporation.
7. The Board of Directors shall have no authority to change any designations,
preferences, limitations, qualifications or restrictions or special or
relative rights of the stock described in paragraph five hereof.
8. The name and post office address of the incorporators and the number and
class of shares subscribed by him/her is:
NUMBER and CLASS
NAME ADDRESS OF SHARES
---- ------- ---------
JOHN LEITZINGER 205 SW Third Avenue One
Clearfield, PA 16830 Common
JOHN W. POWELL 27 Coventry Lane One
State College, PA 16801 Common
FRANCIS E. REED R.D. 2 Box 269 One
Clearfield, PA 16830 Common
WILLIAM U. SMITH 120 W. Walnut Street One
Clearfield, PA 16830 Common
L. E. SOULT, JR. 108 Elizabeth St. One
Clearfield, PA 16830 Common
JAMES K. NEVLING 1019 Linden Street One
Clearfield, Pa 16830 Common
WILLIAM R. OWENS R 1307 Riverview Road One
Clearfield, PA 16830 Common
ROBERT G. SPENCER Grampian, PA 16838 One
Common
RONALD B. STRATTAN 909 S.Second Street One
Clearfield, PA 16830 Common
W. K. ULERICH 724 South Second Street One
Clearfield, PA 16830 Common
ROBERT E. BROWN 46 West Pauline Drive One
Clearfield, PA 16830 Common
NUMBER and CLASS
NAME ADDRESS OF SHARES
---- ------- ---------
ROBERT S. KEPNER 804 Hannah Street One
Clearfield, PA 16830 Common
JAMES P. MOORE 508 South Fourth Street One
Clearfield, Pa 16830 Common
ROBERT C. PENOYER 1220 South Second Street One
Clearfield, PA 16830 Common
EDWARD B. REIGHARD 8 Turnpike Avenue One
Clearfield, PA 16830 Common
E. DORSE ALBERT 111 East Pine Street One
Clearfield, PA 16830 Common
9. OTHER PROVISIONS AS PERMITTED UNDER THE ACT:
A. NUMBER, TERM AND QUALIFICATION OF DIRECTORS:
All Directors shall have equal vote but shall be elected by classes as
follows: Known as Class 1, consisting of not more than five (5)
Directors; Class 2, consisting of not more than five (5) Directors; and
Class 3, consisting of not more than five (5) Directors. The initial
Directors of Class 1 shall serve until the third (3rd) annual meeting of
the shareholders. At the third (3rd) annual meeting of the shareholders,
the Directors of Class 1 shall be elected for a term of three (3) years
and, after expiration of such term, shall thereafter be elected every
three (3) years for three (3) year terms. The initial Directors of Class
2 shall serve until the second (2nd) annual meeting of shareholders. At
the second (2nd) annual meeting of the shareholders, the Directors of
Class 2 shall be elected for a term of three (3) years and, after
expiration of such term, shall thereafter be elected every (3) years for
three (3) year terms. The initial Directors of Class 3 shall serve until
the first (1st) annual meeting of the shareholders. At the first (1st)
annual meeting of the shareholders, the Directors of Class 3 shall be
elected for a term of three (3) years and, after the expiration of such
term, shall thereafter be elected every three (3) years for three (3)
year terms. Each Director shall serve until his/her successor shall have
been elected and shall qualify, even though his/her term of office as
provided herein has otherwise expired, except in the event of his/her
earlier resignation, removal or disqualification.
Annual Meeting shall mean the first (1st) annual meeting after the
organizational meeting and for this purpose, the initial terms of all
Classes of Directors shall in the first instance not necessarily be in
even twelve month increments.
B. BY-LAW QUALIFICATIONS:
The Board of Directors of the corporation may subject to the provisions
contained in Article V of the By-Laws, increase the number of Directors
to eighteen, twenty-one or twenty-four members. Any proposed nominee
shall then stand for election consistent with the principles of A above
at the next annual meeting.
C. INITIAL BOARD OF DIRECTORS:
1. Elected for a term of three years:
JOHN LEITZINGER
JOHN W. POWELL
FRANCIS E. REED
WILLIAM U. SMITH
L. E. SOULT, JR.
2. Elected for a term of two years:
JAMES K. NEVLING
WILLIAM R. OWENS
ROBERT G. SPENCER
RONALD B. STRATTAN
W. K. ULERICH
3. Elected for a term of one year:
ROBERT E. BROWN
ROBERT S. KEPNER
JAMES P. MOORE
ROBERT C. PENOYER
EDWARD B. REIGHARD
D. CONDITIONS PRECEDENT TO MERGER, CONSOLIDATION OR
DISSOLUTION OF THE CORPORATION:
1. In order to effect the merger or consolidation of the corporation
into another corporation which is not a wholly owned subsidiary of
this corporation the affirmative action of 75% of the outstanding
shares entitled to vote shall be required.
2. The shareholders have reserved the right to amend the By-Laws to
themselves by affirmative vote of the majority of the shares voting.
IN TESTIMONY WHEREOF, the incorporators have signed and sealed these
Articles of Incorporation this 30th day of August, 1983.
/s/ /s/
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John Leitzinger Ronald B. Strattan
/s/ /s/
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John W. Powell W. K. Ulerich
/s/ /s/
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Francis E. Reed Robert E. Brown
/s/ /s/
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William U. Smith Robert S. Kepner
/s/ /s/
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L. E. Soult, Jr. James P. Moore
/s/ /s/
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James K. Nevling Robert C. Penoyer
/s/ /s/
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William R. Owens Edward B. Reighard
/s/ /s/
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Robert C. Spencer E. Dorse Albert