EXHIBIT 3.1
Microfilm Number_________ Filed with the Department of State on_______________
Entity Number____________ ____________________________________________________
Secretary of the Commonwealth
ARTICLES OF INCORPORATION
Type of domestic corporation: Business Stock (15 Pa. C.S. ss.1306)
This corporation is incorporated under the provisions of the Business
Corporation Law of 1988, as amended.
Article 1. Corporate Title: The name of the corporation is Prime Newco, Inc.
Article 2. Registered Office. The address of this corporation's initial
registered office in this Commonwealth and the county of venue is 6425 Rising
Sun Avenue, Philadelphia, PA 19111, Philadelphia County.
Article 3. Incorporation. The name and address, including street and number, of
the incorporator is:
Name Address
---- -------
David F. Scranton Stradley, Ronon, Stevens
& Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
Article 4. Capital Stock. The aggregate number of shares of all classes of the
capital stock which the corporation is authorized to issue is 15,000,000, of
which 13,000,000 shall be common stock, par value $1.00 per share, and of which
2,000,000 shall be preferred stock, par value $1.00 per share. The shares may be
issued from time to time as authorized by the Board of Directors without further
approval of shareholders except as otherwise provided in this Article 4 or to
the extent that such approval is required by governing law, rule, or regulation.
In the absence of actual fraud in the transaction, the value of property, labor,
or services given as consideration for shares of the Corporation, as determined
by the Board of Directors of the Corporation, shall be conclusive.
No shares of capital stock (including shares issuable upon conversion,
exchange, or exercise of other securities) shall be issued, directly or
indirectly, to officers, directors, or controlling persons of the Corporation
other than as part of a general public offering or as qualifying shares to a
director, unless their issuance or the plan under which they would be issued has
been approved by a majority of the votes cast by all shareholders entitled to
vote thereon, and if any shareholders are entitled to vote thereon as a class,
upon receiving the affirmative vote of a majority of the votes cast by the
shareholders entitled to vote as a class.
Nothing contained in this Article 4 (or in any supplementary sections
hereto) shall entitle the holders of any class or series of capital stock to
vote as a separate class or series or to more than one vote per share; Provided,
that this restriction on voting separately by class or series shall not apply:
(i) To any provision which would authorize the holders of preferred
stock, voting as a class or series, to elect some members of
the Board of Directors, less than a majority thereof, in the
event of default in the payment of dividends on any class or
series of preferred stock;
(ii) To any provision which would require the holders of preferred
stock, voting as a class or series, to approve the merger or
consolidation of the Corporation with another corporation or
the sale, lease, or conveyance (other than by mortgage or
pledge) of properties or business in exchange for securities of
a corporation other than the Corporation if the preferred stock
is exchanged for securities of such other corporation; and
(iii) To any amendment which would adversely change the specific
terms of any class or series of capital stock as set forth in
this Article 4 (or in any supplementary sections hereto),
including any amendment which would create or enlarge any class
or series ranking prior thereto in rights and preferences. An
amendment which increases the number of authorized shares of
any class or series of capital stock, or substitutes the
surviving corporation in a merger or consolidation for the
Corporation, shall not be considered to be such an adverse
change.
A description of the different classes and series (if any) of the
Corporation's capital stock and a statement of the designations, and the
relative rights, preferences, and limitations of the shares of each class of and
series (if any) of capital stock are as follows:
A. Common Stock. Except as provided in this Article 4 (or in any
supplementary sections hereto) the holders of the common stock shall exclusively
possess all voting power. Each holder of shares of common stock shall be
entitled to one vote for each share held by such holder, including the election
of directors. There shall be no cumulative voting rights in the election of
directors. Each share of common stock shall have the same relative rights as and
be identical in all respects with all the other shares of common stock.
Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class of stock having
preference over the common stock as to the payment of dividends, the full amount
of dividends and of sinking fund, or retirement fund, or other retirement
payments, if any, to which such holders are respectively entitled in preference
to the common stock, then dividends may be paid on the common stock and on any
class or series of stock entitled to participate therewith as to dividends, out
of any assets legally available for the payment of dividends; but only when and
as declared by the board of directors.
In the event of any liquidation, dissolution, or winding up of the
Corporation, the holders of the common stock (and the holders of any class or
series of stock entitled to participate with the common stock in the
distribution of assets) shall be entitled to receive, in cash or in kind, the
assets of the Corporation available for distribution remaining after:
(1) payment or provision for payment of the Corporation's debts and liabilities;
and (2) distributions or provision for distributions to holders of any class or
series of stock having preference over the common stock in the liquidation,
dissolution or winding up of the Corporation.
B. Preferred Stock. The board of directors of the Corporation is
authorized, by resolution or resolutions from time to time adopted, and by
filing a statement amending these Articles of Incorporation pursuant to the
applicable law of the Commonwealth of Pennsylvania, to provide for the issuance
of one or more classes of preferred stock, each of which shall be separately
identified and to determine the relative size, voting rights, designations,
preferences, limitations and other rights of each such class or any series
thereof shall be as
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designated by the board of directors in such resolutions. In the event the
holders of preferred stock are given voting rights, there shall be no cumulative
voting with respect to such shares of preferred stock, including without
limitation, in the election of directors. The shares of any class may be divided
into and issued in series, with each series separately designated so as to
distinguish the shares thereof from the shares of all other series and classes.
All shares of the same class shall be identical except as to the following
relative rights and preferences, as to which there may be variations between
different series:
1. the distinctive serial designation and the number of shares
constituting such series;
2. the dividend rate or the amount of dividends to be paid on the shares
of such series, whether dividends shall be cumulative and, if so,
from which date or dates, the payment date or dates for dividends,
and the participating or other special rights, if any, with respect
to dividends;
3. the voting powers, full or limited, if any, of shares of such series;
4. whether the shares of such series shall be redeemable and, if so, the
price or prices at which, and the terms and conditions on which, such
shares may be redeemed;
5. the amount or amounts payable upon the shares of such series in the
event of voluntary or involuntary liquidation, dissolution, or
winding up of the Corporation;
6. whether the shares of such series shall be entitled to the benefit of
a sinking or retirement fund to be applied to the purchase or
redemption of such shares, and if so entitled, the amount of such
funds and the manner of its application, including the price or
prices at which such shares may be redeemed or purchased through the
application of such fund;
7. whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes of stock of
the Corporation and, if so, the conversion price or prices, or the
rate or rates of exchange, and the adjustments thereof, if any, at
which such conversion or exchange may be made and any other terms and
conditions of such conversion or exchange;
8. the price or other consideration for which the shares of such series
shall be issued; and
9. whether the shares of such series which are redeemed or converted
shall have the status of authorized but unissued shares of serial
preferred stock and whether such shares may be reissued as shares of
the same or any other series of serial preferred stock.
Each share of each series of serial preferred stock shall have the same
relative rights as and be identical in all respects with all the other shares of
the same series.
Article 5. Call of Special Meetings. Special meetings of the shareholders for
any purpose or purposes may be called at any time only by the chairman of the
board or the president of the Corporation, or a majority of the board of
directors of the Corporation.
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Article 6. Preemptive Rights. Holders of the capital stock of the Corporation
shall not be entitled to preemptive rights with respect to any shares of the
Corporation which may be issued.
Article 7. Approval for Acquisitions of Control and Offers to Acquire Control.
In the event that the Corporation ceases to own a majority interest in any
federally insured depository institution, this Article 7 shall thereupon cease
to be effective.
Subsection 1. Shareholder Vote and Regulatory Approval Required for
Acquisition of Control at any Time.
No Person shall acquire Control of the Corporation at any time, unless
such acquisition has been approved prior to its consummation by the affirmative
vote of at least two-thirds of the outstanding shares of Voting Stock (as
defined in Subsection 4 hereof) at a duly constituted meeting of shareholders
called for such purpose; provided, however, that this provision shall not apply
if such acquisition of Control has been approved by at least two-thirds of the
directors then in office at a duly constituted meeting of the board of directors
called for such purpose. In addition, no Person shall acquire Control of the
Corporation at any time without obtaining prior thereto approval from all
applicable federal, state, and local governmental authorities. In the event that
Control is acquired without obtaining all such regulatory approvals, such
acquisition shall constitute a violation of this Article 7 and the Corporation
shall be entitled to institute a private right of action to enforce such
statutory and regulatory provisions. The terms "Person", "Control" and "Offer"
as used in this Article 7 are defined in subsection 3 hereof.
Subsection 2. Approval Required for Offers to Acquire Control.
No Person shall make any Offer to acquire Control of the Corporation, if
the Corporation's common stock is then traded on a national securities exchange
or quoted on the National Association of Securities Dealers, Inc. Automated
Quotation System, unless such Person has received prior approval to make such
Offer by complying with either of the following procedures:
1. The Offer shall have been approved by at least two-thirds of
the directors then in office at a duly constituted meeting
of the board of directors of the Corporation called for such
purpose, or
2. The Person proposing to make such Offer shall have obtained
approval to acquire control of the Corporation from all
applicable federal, state and local governmental
authorities.
Subsection 3. Certain Definitions.
For purposes of this Article 7:
A. "Control" means the sole or shared power to vote or to direct the
voting of, or to dispose or to direct the disposition of,
10 percent or more of the Voting Stock; provided, that the
solicitation, holding and voting of proxies obtained by the board
of directors of the Corporation pursuant to a solicitation under
Regulation 14A of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
shall not constitute "Control."
B. "Group Acting in Concert" includes Persons seeking to combine or
pool their voting or other interests in the Voting Stock for a
common purpose, pursuant to any contract, understanding,
relationship,
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agreement or other arrangement, whether written or otherwise;
provided, that a "Group Acting in Concert" shall not include the
board of directors of the Corporation in its solicitation, holding
and voting of proxies obtained by it pursuant to a solicitation
under Regulation 14A of the General Rules and Regulations under
the Exchange Act.
C. "Offer" means every offer to buy or acquire, solicitation of an
offer to sell, tender offer for, or request invitation for tender
of, Voting Stock.
D. "Person" means any individual, firm, corporation or other entity
including a Group Acting in Concert.
E. "Voting Stock" means the then outstanding shares of capital stock
of the Corporation entitled to vote generally in the election of
directors.
Subsection 4. Inapplicability of Public Offering.
This Article 7 shall not apply to the purchase of securities of the
Corporation by underwriters in connection with a public offering of such
securities.
Article 8. Certain Business Combinations.
A. Vote Required for Certain Business Combinations
1. Higher Vote for Certain Business Combinations. In addition to any
affirmative vote required by law or these Articles of
Incorporation, and except as otherwise expressly provided in
Section B of this Article 8:
(a) any merger, consolidation, division or share exchange of the
Corporation or any Subsidiary (as hereinafter defined) with
(i) any Interested Shareholder (as hereinafter defined) or
(ii) any other corporation (whether or not itself an
Interested Shareholder) which is, or after such merger,
consolidation, division or share exchange would be, an
Affiliate (as hereinafter defined) of an Interested
Shareholder; or
(b) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions)
to or with any Interested Shareholder or any Affiliate of any
Interested Shareholder of any assets of the Corporation or any
Subsidiary having an aggregate Fair Market Value (as
hereinafter defined) of $1,000,000 or more; or
(c) the issuance or transfer by the Corporation or any Subsidiary
(in one transaction or a series of transactions) of any
securities of the Corporation or any Subsidiary to any
Interested Shareholder or any Affiliate of any Interested
Shareholder in exchange for cash, securities or other property
(or a combination thereof) having an aggregate Fair Market
value of $1,000,000 or more; or
(d) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an
Interested Shareholder or any Affiliate of any Interested
Shareholder; or
(e) any reclassification of securities (including any reverse
stock split), or recapitalization of the Corporation, or any
merger or consolidation of the Corporation with any of its
Subsidiaries or
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any other transaction (whether or not with or into or
otherwise involving an Interested Shareholder) which has the
effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of the class of
equity or convertible securities of the Corporation or any
Subsidiary which is directly or indirectly owned by any
Interested Shareholder or any Affiliate of any Interested
Shareholder;
shall require the affirmative vote of (A) the holders of at least
75% of the voting power of the then outstanding shares of capital
stock of the Corporation entitled to vote generally in the
election of directors (the "Voting Stock"), voting together as a
single class and (B) the holders of at least a majority of the
Voting Stock, voting together as a single class, excluding for
purposes of calculating both the affirmative vote and the number
of outstanding shares of Voting Stock all shares of Voting Stock
of which the beneficial owner is an Interested Shareholder or any
Affiliate of an Interested Shareholder referred to in clauses
(a) through (e) in this Subsection 1. Such affirmative vote shall
be required notwithstanding the fact that no vote may be
required, or that a lesser percentage may be specified, by law.
2. Definition of "Business Combination." The term "Business
Combination" as used in this Article 8 shall mean any transaction
which is referred to in any one or more of clauses (a) through (e)
of subsection 1 of this section A.
B. When Higher Vote is Not Required. The provisions of section A of this
Article 8 shall not be applicable to any particular Business Combination, and
such Business Combination shall require only such affirmative vote as is
required by law and any other provision of these Articles of Incorporation, if
all of the conditions specified in either of the following subsections 1 and 2
are met:
1. Approval by Continuing Directors. The Business Combination shall
have been approved by a majority of the Continuing Directors (as
hereinafter defined).
2. Price and Procedure Requirements. All of the following conditions
shall have been met:
(a) The aggregate amount of the cash and the Fair Market Value (as
hereinafter defined) as of the date of the consummation of the
Business Combination of consideration other than cash to be
received per share by holders of common stock in such Business
Combination shall be at least equal to the higher of the
following:
(i) (if applicable) the highest per share price (including
any brokerage commissions, transfer taxes and soliciting
dealers' fees) paid by the Interested Shareholder for any
shares of common stock acquired by it within the two-year
period immediately prior to (a) the first public
announcement of the proposal of the Business Combination
(the "Announcement Date") or (b) the date on which the
Interested Shareholder became an Interested Shareholder
(the "Determination Date"), whichever is higher; or
(ii) the Fair Market Value per share of common stock on the
Announcement Date or on the Determination Date, whichever
is higher.
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(b) The aggregate amount of the cash and the Fair Market Value as
of the date of the consummation of the Business Combination of
consideration other than cash to be received per share by
holders of shares of any other class of outstanding Voting
Stock shall be at least equal to the highest of the following
(it being intended that the requirements of this subsection
2(b) shall be required to be met with respect to every class
of outstanding Voting Stock, whether or not the Interested
Shareholder has previously acquired any shares of a particular
class of Voting Stock):
(i) (if applicable) the highest per share price (including
any brokerage commissions, transfer taxes and soliciting
dealers' fees) paid by the Interested Shareholder for
any shares of such class of Voting Stock acquired by it
(a) within the two-year period immediately prior to the
Announcement Date or (b) the Determination Date,
whichever is higher;
(ii) (if applicable) the highest preferential amount per
share to which the holders of shares of such class of
Voting Stock are entitled in the event of any voluntary
or involuntary liquidation, dissolution or winding up of
the Corporation; and
(iii) The Fair market Value per share of such class of Voting
Stock on the Announcement Date or on the Determination
Date, whichever is higher.
(c) The consideration to be received by holders of a particular
class of Voting Stock (including common stock) in the Business
Combination shall be in cash or in the same form as the
Interested Shareholder has previously paid for shares of such
Voting Stock. If the Interested Shareholder has paid for
shares of any class of Voting Stock with varying forms of
consideration, the form of consideration for such Voting Stock
shall be either cash or the form used to acquire the largest
number of shares of such Voting Stock previously acquired by
it.
(d) After the Determination Date and prior to the consummation of
such Business Combination: (i) there shall have been (A) no
reduction in the annual rate of dividends paid on the capital
stock (except as necessary to reflect any subdivision of the
capital stock), except as approved by a majority of the Board
of Directors, and (B) an increase in such annual rate of
dividends necessary to reflect any reclassification (including
any reverse stock split), recapitalization, reorganization or
any similar transaction which has the effect of reducing the
number of outstanding shares of common stock, unless the
failure so to increase such rate is approved by a majority of
the Continuing Directors; and (ii) such Interested Shareholder
shall have not become the beneficial owner of any additional
share of Voting Stock except as part of the transaction which
results in such Interested Shareholder becoming an Interested
Shareholder.
(e) After such Interested Shareholder has become an Interested
Shareholder, such Interested Shareholder shall not have
received the benefit, directly or indirectly (except
proportionately as a shareholder), of any loans, advances,
guarantees, pledges or other financial assistance or any tax
credits or tax advantages provided by the Corporation, whether
in anticipation of or in connection with such Business
Combination or otherwise.
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(f) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of
the Exchange Act and the rules and regulations thereunder
(or any subsequent provisions replacing such Act, rules or
regulations) shall be mailed to public shareholders of the
Corporation at least 20 days prior to the consummation of such
Business Combination (whether or not such proxy or information
statement is required to be mailed pursuant to such Act or
subsequent provisions).
C. Certain Definitions. For the purposes of this Article 8:
1. A "person" shall mean any individual, firm, corporation or other
entity.
2. "Interested Shareholder" shall mean any person (other than the
Corporation or any Subsidiary) who or which:
(a) is the beneficial owner, directly or indirectly, of more than
10% of the voting power of the outstanding Voting Stock; or
(b) is an Affiliate of the Corporation and at any time within the
two-year period immediately prior to the date in question was
the beneficial owner, directly or indirectly, of 10% or more
of the voting power of the then outstanding Voting Stock; or
(c) is an assignee of or has otherwise succeeded to any shares of
Voting Stock which were at any time within the two-year period
immediately prior to the date in question beneficially owned
by any Interested Shareholder, if such assignment or
succession shall have occurred in the course of a transaction
or series of transactions not involving a public offering with
the meaning of the Securities Act of 1933.
3. A person shall be a "beneficial owner" of any Voting Stock:
(a) which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or
indirectly; or
(b) which such person or any of its Affiliates or Associates has
(i) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to
any agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights, warrants or
options, or otherwise, or (ii) the right to vote pursuant to
any agreement, arrangement or understanding; or
(c) which are beneficially owned, directly or indirectly, by any
other person with which such person or any of its Affiliates
or Associates has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting or disposing of
any shares of Voting Stock.
4. For the purposes of determining whether a person is an Interested
Shareholder pursuant to subsection 2 of this section C, the number
of shares of Voting Stock deemed to be outstanding shall include
shares deemed owned through application of subsection 3 of this
section C but shall not include any other shares of Voting Stock
which may be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.
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5. "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act.
6. "Subsidiary" means any corporation of which a majority of any
class of equity security is owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes of the
definition of Interested Shareholder set forth in subsection 2 of
this section C, the term "Subsidiary" shall mean only a
corporation of which a majority of each class of equity security
is owned, directly or indirectly, by the Corporation.
7. "Continuing Director" means any member of the Board of Directors
of the Corporation who is unaffiliated with the Interested
Shareholder and was a member of the Board of Directors of the
Corporation prior to the time that the Interested Shareholder
became an Interested Shareholder, and any successor of a
Continuing Director who is unaffiliated with the Interested
Shareholder and is recommended to succeed a Continuing Director by
a majority of Continuing Directors then on the Board of Directors
of the Corporation.
8. "Fair Market Value" means:
(a) in the case of stock, the highest closing sale price during
the 30-day period immediately preceding the date in question
of a share of such stock on the principal United States
securities exchange registered under the Exchange Act on which
such stock is listed, or, if such stock is not listed on any
such exchange, the highest closing bid quotation with respect
to a share of such stock during the 30-day period preceding
the date in question on the National Association of Securities
Dealers, Inc. Automated Quotations System or any system then
in use, or if no such quotations are available, the fair
market value on the date in question of a share of such stock
as determined by the Board of Directors of the Corporation in
good faith; and
(b) in the case of property other than cash or stock, the fair
market value of such property on the date in question as
determined by the Board of Directors of the Corporation in
good faith.
D. Powers of the Board of Directors. A majority of the directors of the
Corporation shall have the power and duty to determine for the purposes of this
Article 8, on the basis of information known to them after reasonable inquiry,
(1) whether a person is an Interested Shareholder, (2) the number of shares of
Voting Stock beneficially owned by any person, (3) whether a person is an
Affiliate or Associate of another, and (4) whether the assets which are the
subject of any Business Combination have, or the consideration to be received
for the issuance or transfer of securities by the Corporation or any Subsidiary
in any Business Combination has, an aggregate Fair Market Value of $1,000,000 or
more.
E. No Effect on Fiduciary Obligations of Interested Shareholders.
Nothing contained in this Article 8 shall be construed to relieve any Interested
Shareholder from any fiduciary obligations imposed by law.
F. Amendment. In addition to any affirmative vote required by law or
these Articles of Incorporation, no amendment, addition, alteration, change or
repeal of this Article 8 shall be made unless such is first proposed by the
board of directors and thereafter approved by the affirmative vote of
shareholders holding no less than 75% of the outstanding shares of Voting Stock
at a legal meeting.
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Article 9. Anti-Greenmail. Any direct or indirect purchase or other acquisition
by the Corporation of any Voting Stock (as defined in Article 8 hereof) from any
Significant Shareholder (as hereinafter defined) who has been the beneficial
owner (as defined in Article 8 hereof) of such Voting Stock for less than two
years prior to the date of such purchase or other acquisition shall, except as
hereinafter expressly provided, require the affirmative vote of the holders of
at least a majority of the total number of outstanding shares of Voting Stock,
excluding in calculating such affirmative vote and the total number of
outstanding shares all Voting Stock beneficially owned by such Significant
Shareholder. Such affirmative vote shall be required notwithstanding the fact
that no vote may be required, or that a lesser percentage may be specified, by
law, but no such affirmative vote shall be required (i) with respect to any
purchase or other acquisition of Voting Stock made as part of a tender or
exchange offer by the Corporation to purchase Voting Stock on the same terms
from all holders of the same class of Voting Stock and complying with the
applicable requirements of the Securities Exchange Act of 1934 and the rules and
regulations thereunder or (ii) with respect to any purchase of Voting Stock,
where the board of directors has determined that the purchase price per share of
the Voting Stock does not exceed the fair market value of the Voting Stock. Such
fair market value shall be calculated on the basis of the average closing price
or the mean of the bid and ask prices of a share of Voting Stock for the 20
trading days immediately preceding the execution of a definitive agreement to
purchase the Voting Stock from a Significant Shareholder.
For the purposes of this Article 9, "Significant Shareholder" shall mean
any person (other than the Corporation or any corporation of which a majority of
any class of Voting Stock is owned, directly or indirectly, by the Corporation)
who or which is the beneficial owner, directly or indirectly, of five percent or
more of the voting power of the outstanding Voting Stock.
Article 10. Directors. The business and affairs of the Corporation shall be
managed under the direction of a board of directors. The number of directors of
the Corporation shall be fixed from time to time by or pursuant to the Bylaws.
The Corporation's board of directors shall be divided into three classes named
Class I, Class II and Class III, with each class to be initially filled by the
Incorporator. The number of directors in each class shall be as nearly equal as
possible. No decrease in the number of directors shall affect the term of any
director then in office. The classification shall be such that the term of one
class shall expire each succeeding year. The terms, classifications,
qualifications and election of the board of directors and the filling of
vacancies thereon shall be as provided herein and in the bylaws. Subject to the
foregoing, at each annual meeting of shareholders the successors to the class of
directors whose term shall then expire shall be elected to hold office for a
term expiring at the third succeeding annual meeting and until their successors
shall be elected and qualified.
Article 11. Bylaws. The board of directors or the shareholders may from time to
time amend the bylaws of the Corporation. Such action by the board of directors
shall require the affirmative vote of at least two-thirds of the directors then
in office at a duly constituted meeting of the board of directors called for
such purpose. Such action by the shareholders shall require the affirmative vote
of at least two-thirds of the votes cast by all shareholders entitled to vote
thereon at a duly constituted meeting of shareholders called for such purpose.
Article 12. Amendment of Charter. Except as otherwise provided in these Articles
of Incorporation or as otherwise required by law, no amendment, addition,
alteration, change or repeal of these articles of incorporation shall be made,
unless such is first proposed by the Board of Directors of the Corporation, and
thereafter approved by the shareholders by a majority of the votes cast by the
shareholders entitled to vote thereon at a legal meeting.
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Article 13. Business Corporation Law Elections. The Corporation elects that
Subchapters E (relating to control transactions), G (relating to control-share
acquisitions) and H (relating to disgorgement by certain controlling
shareholders following attempts to acquire control) of Title 15, Part II,
Subpart B, Article C, Chapter 25 of the Pennsylvania Consolidated Statutes
Annotated shall not be applicable to the Corporation. This election shall apply
to all successor provisions to those referenced in the immediately preceding
sentence, regardless of whether the designations of those provisions are
subsequently changed.
IN WITNESS WHEREOF, the incorporator has signed these Articles of
Incorporation this 11th day of September, 1996.
By: /s/ David F. Scranton
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David F. Scranton, Esquire
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