EXHIBITS 3 i & ii
CNB FINANCIAL CORPORATION
Form 10-K For The Year Ended December 31, 2002
Articles of Association and By-Laws
ARTICLES OF ASSOCIATION
(Six Pages)
AND
BY-LAWS
(Four Pages)
CNB FINANCIAL CORP.
Clearfield, Pennsylvania
AS AMENDED
LOG OF AMENDMENTS:
ARTICLES OF INCORPORATION:
Article 5., Number of Shares - Amended March 18, 1986
Article 5., Number of Shares - Amended April 21, 1998
Article 5., Number of Shares - Amended April 20, 1999
Article 9A. Number, Term and Qualification of Directors
- Amended April 20, 1999
Article 9B. By-Law Qualification - Amended April 20, 1999
BY-LAWS:
Article VIII, All Sections - Amended February 22, 1988
Article I, Section 1 - Amended March 28, 1995
Article I, Section 3 - Amended April 20, 1999
Article V, Section 1 - Amended April 20, 1999
Article V, Section 8 - Amended April 20, 1999
ARTICLES OF ASSOCIATION
OF
CNB FINANCIAL CORPORATION
- -----------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------
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 address of its office in Pennsylvania is One South Second
Street, P.O. Box 42, Clearfield, Pa., 16830. (The physical location
of the Corporation's registered office has not changed. However,
Clearfield County's 911 system redesignated the address. Earlier,
the Corporation's address was known as the "Corner of Market &
Second Streets, Clearfield".)
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
1
5. NUMBER OF SHARES: (Amended March 18, 1986)
(Amended April 21, 1998)
(Amended April 20, 1999)
The total number of authorized shares shall be 10,000,000 with a par
value of $1.00. The shares of stock of this Corporation shall not
have preemptive rights or the right to cumulative voting on any
issues.
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
2
NUMBER and CLASS
NAME ADDRESS OF SHARES
- ------------------- ----------------------- ----------------
RONALD B. STRATTAN 909 South Second Street One
Clearfield, PA 16830 Common
W. K. ULERIICH 724 South Second Street One
Clearfield, PA 16830 Common
ROBERT E. BROWN 46 West Pauline Drive One
Clearfield, PA 16830 Common
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:
(Amended April 20, 1999)
The Board of Directors shall consist of not less than nine (9)
nor more than twenty four (24) members. The exact number of
Directors shall be fixed from time to time by resolution of the
majority of the Board of Directors. All directors shall have
equal vote. They shall be elected by classes as follows: Class
1, Class 2, Class 3, with the numbers in each class to be no
less than three (3) directors nor more than eight (8)
directors. The exact number of each class shall be fixed from
time to time by resolution of the majority of the Board of
Directors.
The Initial Directors of Class I shall serve until the third
(3rd) annual meeting of the shareholders. At the third (3rd)
annual meeting of the shareholders, the directors of Class I
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
3
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 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 or her successor has been
elected and qualified, even though his or her term of office as
provided herein has otherwise expired, except in the event of
his or her earlier resignation, removal or disqualification.
B. BY-LAW QUALIFICATIONS: (Amended April 20, 1999)
The Board of Directors of the Corporation may, subject to the
provisions contained in Article V of the By-Laws, change the
number of directors in any class between the minimum and
maximum number per class as described in 9.A. and at the time
affect the total number of directors in all classes between the
minimum of nine (9) and the maximum of twenty (24) directors.
Any additional nominee shall then stand for election consistent
with the principles of 9.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
4
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.
5
AUGUST 30, 1983
BY - LAWS
OF
CNB FINANCIAL CORPORATION
ARTICLE I
MEETINGS
Section 1: (Amended 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: (Amended April 20, 1999) At all meetings of the shareholders, each
shareholder shall be entitled to one vote for each share of stock held by the
shareholder.
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 shareholder'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.
1
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: (Amended April 20, 1999) The affairs of the corporation shall be
managed by no less than nine (9) nor more than twenty four (24) directors
elected as set forth in the Articles of Association. Directors 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.
2
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: (Amended April 20, 1999) The Board may, in its discretion, decrease
the number of directors to no less than nine (9) or increase the number of
directors to no more than twenty four (24) between annual meetings without
shareholder approval. The board shall appoint an individual to fill any vacancy
so created until the next annual meeting at which time the appointee shall stand
for election as set forth in the Articles of Association.
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.
3
ARTICLE VIII (AMENDED FEBRUARY 22, 1988)
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 LX
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.
4