EXHIBIT 3(II)
CNB FINANCIAL CORPORATION
Form 10-K For The Year Ended December 31, 1998
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
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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
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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
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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
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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
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office shall be as stated in the Articles of Incorporation.
Section 2: Thereafter a majority of the Board of Directors may change the
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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
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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
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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
promoter 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
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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
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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.
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Section 6: The corporation is authorized to pay its Directors a reasonable
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compensation for their services.
Section 7: A salaried person of the corporation may also be a Director, but
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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
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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
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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,
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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
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Directors.
ARTICLE VIII (AMENDED FEBRUARY 22, 1988)
DIRECTOR LIABILITY
LIMITATION AND INDEMNIFICATION
Section 1: A director of the Corporation shall, to the maximum extent permitted
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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
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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
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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
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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.