AMENDED AND RESTATED
ARTICLES OF INCORPORATION
ACNB CORPORATION
FIRST: The name of the Corporation is ACNB Corporation.
SECOND: The address of the Corporation's registered office in this
Commonwealth is 675 Old Harrisburg Road, Gettysburg, Adams County,
Pennsylvania 17325.
THIRD: The purposes for which the Corporation is incorporated are to 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 provisions of the Business Corporation Law of the Commonwealth of
Pennsylvania. The Corporation is incorporated under the provisions of
the Business Corporation Law of the Commonwealth of Pennsylvania (Act
of May 5, 1993, P. L. 364 as amended).
FOURTH: The aggregate number of shares which the Corporation shall have
authority to issue is: Twenty Million (20,000,000) shares of Common
Stock of the par value of $2.50 per share (the "Common Stock").
FIFTH: The term of existence of the Corporation is perpetual.
SIXTH: Intentionally Omitted.
SEVENTH: Cumulative voting rights shall not exist with respect to the election
of Directors.
EIGHTH: 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 securities of a
corporation or otherwise. When considering whether to oppose
an offer, the Board of Directors may, but it is not legally
obligated to, consider any pertinent issues; by way of
illustration, but not of limitation, the Board of Directors
may, but shall not be legally obligated to, consider any and
all of the following:
1. Whether the offer price is acceptable based on the
historical and present operating results or
financial condition of the corporation.
2. Whether a more favorable price could be obtained
for the corporation's securities in the future.
3. The impact which an acquisition of the Corporation
would have on its employees, depositors and
customers of the Corporation and its subsidiaries
in the community which they serve.
4. The reputation and business practices of the
offeror and its management and affiliates as they
would affect the employees, depositors and
customers
of the corporation and its subsidiaries and the future
value of the corporation's stock.
5. The value of the securities, if any, which the
offeror is offering in exchange for the
corporation's securities, based on an analysis of
the worth of the corporation as compared to the
corporation or other entity whose securities are
being offered.
6. 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 and 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
corporation's securities; selling or otherwise issuing
authorized but unissued securities or treasury stock or
granting options with respect thereto; acquiring a company
to create an anti-trust or other regulatory problem for the
offeror; and obtaining a more favorable offer from another
individual or entity.
NINTH: No merger, consolidation, liquidation or dissolution of the
Corporation, or any action that would result in the sale or other
disposition of all or substantially all of the assets of the
Corporation shall be valid unless first approved by the affirmative
vote of the holders of at least seventy-five percent (75%) of the
outstanding shares of Common Stock. This Article 9 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
Stock.
TENTH: Classification of Directors. The Directors shall be divided into three
(3) classes, as nearly equal in number as possible, known as Class 1,
consisting of not more than eight (8) Directors; Class 2, consisting
of not more than eight (8) Directors; and Class 3, consisting of not
more than nine (9) Directors. The initial Directors of Class shall
serve until the third (3rd) annual meeting of 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 the 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 the
expiration of such term, shall thereafter be elected every three (3)
years for three (3) year terms. The initial Directors of Class 3 shall
serve until the first (1st) annual meeting of 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) years terms. Each Director shall serve until
his/her successor shall have been elected and shall qualify, even
though his/her term of office as herein provided has otherwise
expired, except in the event of his/her earlier resignation, removal
or disqualification.
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ELEVENTH: The Board of Directors shall consist of not less than five (5) nor
more than twenty-five (25) shareholders, the exact number to be fixed
and determined from time to time by resolution of a majority of the
shareholders at any annual or special meeting thereof.
TWELFTH: No holder of shares of any class or of any series of any class shall
have any preemptive right to subscribe for, purchase or receive any
shares of the corporation, whether now or hereafter authorized, or any
obligations or other securities convertible into or carrying options
to purchase any such shares of the corporation, or any options or
rights to purchase any such shares or securities, issued or sold by
the corporation for cash or any other form of consideration, and any
such shares, securities or rights may be issued or disposed of by the
Board of Directors to such persons and on such terms as the Board in
its discretion shall deem advisable.