August 30, 1983
EXHIBIT 3(b)
BY - LAWS
OF
CNB FINANCIAL CORPORATION
ARTICLE I
MEETINGS
Section 1: (REVISED MARCH 28, 1995) The annual meeting of the shareholders
for the purpose of electing Directors and such other business as may properly
come before the meeting of the shareholders, shall be held on a date determined
by the Board of Directors annually at such time and placed as per Board of
Directors shall direct.
Section 2: Special meetings of the shareholders may be called by the President
of the Company or by order of the Board of Directors, and it shall be the duty
of the Board of Directors to call such meetings upon the written request of one-
half of the outstanding stock.
Section 3: At all meetings of the shareholders, each shareholder shall be
entitled to one vote for each share of stock held by the shareholder. However,
in the election of Directors, each shareholder shall have the right of
cumulative voting.
ARTICLE II
NOTICE OF MEETINGS
Section 1: Written notice of any regular meeting of the Board of Directors
shall not be required. Written notice of any special meeting of the Board of
Directors shall be required. All share- holder's meetings shall only be upon
twenty-one (21) days prior written notice.
ARTICLE III
REGISTERED OFFICE
Section 1: The Corporation shall maintain a registered office and the first
office shall be as stated in the Articles of Incorporation.
Section 2: Thereafter a majority of the Board of Directors may change the
registered office or place of business as deemed in the best interest of the
corporation.
ARTICLE IV
INSPECTION OF CORPORATE RECORDS
Section 1: Any shareholder may inspect and copy at shareholder's expense proper
corporate records upon ten days written notice setting forth specifically, the
reason for such inspection.
ARTICLE V
BOARD OF DIRECTORS
Section 1: The affairs of the corporation shall be managed by no more than
twenty-four Directors elected as set forth in the Articles of Incorporation who
shall serve until their successors are duly elected and qualified.
Section 2: No shareholder shall be eligible for election or serve as a Director
who:
A. Does not own and continue to own 350 unencumbered shares of the
corporation
B. Any present Director less than 57 years of age as of the date of these
By-Laws and all future Directors shall tender their resignation as
Director on or before their 70th year.
C. Any Director as of the date of these By-Laws, 57 years of age or more
may continue as a Director if properly elected until the Director
chooses to retire.
D. The Board of Directors may appoint any shareholder as Director Emeritus
who may with compensation but without the right to vote, attend
Director's meetings. Such person shall have stature in the community in
which he/she resides and shall have been a consistent promotor of the
interests of the financial industry and specifically, CNB Financial
Corporation.
E. No incumbent Director shall be proposed for nomination to the Board of
Directors without approval of 25% of the Board of Directors.
F. No shareholder, not a Director, shall be proposed for the Board of
Directors without approval of two-thirds (2/3) of the Board of
Directors.
Section 3: The Board of Directors may fill any vacancy upon the Board of
Directors. Such appointees shall serve until the next annual meeting at which
time, he/she or they shall stand separately for election to serve out the term
to which they have been appointed.
Section 4: The Directors shall have power to elect or appoint all necessary
officers; to employ agents, clerks and workpersons; to fix their compensation,
to prescribe their duties, to dismiss any officers or agents without previous
notice, and generally to control and manage the affairs of the corporation.
Section 5: A majority of the Board of Directors shall constitute a quorum.
Section 6: The corporation is authorized to pay its Directors a reasonable
compensation for their services.
Section 7: A salaried person of the corporation may also be a Director, but
shall not receive Director's fees, except at the discretion of the Board of
Directors.
Section 8: The Board may if it determines in the best interests of the
corporation, increase the number of Directors to eighteen, twenty-one or twenty-
four between annual meetings without shareholder approval and fill the vacancy
so created until the next annual meeting at which time such Directors shall
stand for election for terms as set forth for the Initial Directors in the
Articles of Incorporation.
ARTICLE VI
OFFICERS
Section 1: The Board of Directors of the corporation shall annually elect the
following officers who shall hold their respective offices at the discretion of
the Board of Directors and at such salaries as the Board may fix from time to
time, to wit: A President, a Secretary, a Treasurer, and one or more Vice
Presidents if deemed desirable. Any of the offices, except the office of
President, may be combined and held by one person.
Section 2: The Board of Directors may, but they shall not be required to do so,
elect an Assistant Secretary and Assistant Treasurer, or to establish any other
offices which may be determined necessary for the conduct of the corporation.
ARTICLE VII
DUTIES OF OFFICERS
Section 1: The duties of the officers shall be prescribed by the Board of
Directors.
ARTICLE VIII
DIRECTOR LIABILITY
LIMITATION AND INDEMNIFICATION
Section 1: A director of the Corporation shall, to the maximum extent permitted
by the laws of the Commonwealth of Pennsylvania, have no personal liability for
monetary damages for any action taken, or any failure to take any action as a
director, provided that this Section 1, Article VIII shall not eliminate the
liability of a director in any case where such elimination is not permitted by
law."
Section 2: Each person who at any time is or shall have been a director or
officer of the Corporation, or is serving or shall have served at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, and his
heirs, executors and administrators, shall be indemnified by the Corporation in
accordance with and to the full extent permitted by the laws of the Commonwealth
of Pennsylvania as in effect at the time of such indemnification. The foregoing
right of indemnification shall constitute a contract between the Corporation and
each of its directors and officers and shall not be deemed exclusive of other
rights to which any director, officer, employee, agent or other person may be
entitled in any capacity as a matter of law or under any by-law, agreement, vote
or shareholders or directors, or otherwise. If authorized by the Board of
Directors, the Corporation may purchase and maintain insurance on behalf of any
person to the full extent permitted by the laws of the Commonwealth of
Pennsylvania."
ARTICLE IX
AMENDMENT OR CHANGE TO BY-LAWS
Section 1: These By-Laws may only be amended or changed upon appropriate notice
to the shareholders and their affirmative approval.
ARTICLE X
SAVING CLAUSE
Section 1: If any provision of these By-Laws conflicts with any Rule,
Regulation or Statute of the Commonwealth of Pennsylvania or the United States
of America, then the By-Laws shall remain in force and effect and construed as
such provision did not exist.