EXHIBIT 3 (I)
CNB FINANCIAL CORPORATION
Form 10-K For The Year Ended December 31, 1998
ARTICLES OF ASSOCIATION
OF
CNB FINANCIAL CORPORATION
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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:
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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:
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Perpetual
5. NUMBER OF SHARES: (AMENDED MARCH 18, 1986)
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(AMENDED APRIL 21, 1998)
The total number of authorized shares shall be 10,000,000 with a par
value of $1.00. 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
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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
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:
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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/
_____________________________ ____________________________
John Leitzinger Ronald B. Strattan
/s/ /s/
_____________________________ ____________________________
John W. Powell W. K. Ulerich
/s/ /s/
_____________________________ ____________________________
Francis E. Reed Robert E. Brown
/s/ /s/
_____________________________ ____________________________
William U. Smith Robert S. Kepner
/s/ /s/
_____________________________ ____________________________
L. E. Soult, Jr. James P. Moore
/s/ /s/
_____________________________ ____________________________
James K. Nevling Robert C. Penoyer
/s/ /s/
_____________________________ ____________________________
William R. Owens Edward B. Reighard
/s/ /s/
_____________________________ ____________________________
Robert C. Spencer E. Dorse Albert