Exhibit 2(a)
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Please indicate (check one) Type Corporation:
ARTICLES OF INCORPORATION X Domestic Business Corporation
Commonwealth of Pennsylvania [_] Domestic Business Corporation a Close Fee
Department of State - Corporation Bureau Corporation - Complete Back $75.00
308 North Office Building
Harrisburg, PA 17120 [_] Domestic Professional Corporation enter
Board License No.
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010 Name of Corporation (must contain a corporate indicator unless exempt under
15 P.S. 2908(B)
First Community Financial Corporation
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011 Address of registered office in Pennsylvania (P.O. Box number not
acceptable)
Two North Main Street
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012 City 033 County 013 State 064 Zip Code
Mifflintown Juniata Pennsylvania 17059
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050 Explain the purpose or purposes of the corporation
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.
(Attach 81/2 x 11 sheet if necessary)
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The Aggregate Number of Shares, Classes of Shares and Par Value of Shares which
the Corporation shall have authority to issue:
040 Number and Class of Shares 041 Stated Par Value Per 042 Total Authorized Capital 031 Term of Existence
Share if any
Common Stock
1,000,0000 shares $5.00 $5,000,000 Perpetual
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The name and address of each Incorporator, and the number and Class of Shares subscribed to by each Incorporator:
060 Name 061,062,063,064 Address (Street, City, State, Zip Code) Number & Class of Shares
Jeanette M. Doty H.C.R. 63, Box 6 Mifflintown, PA 17059 1 share, Common Stock
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Paul E. Guss R.D. #3, Box 317-B Mifflintown, PA 17059 1 share, Common Stock
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James R. McLaughlin R.D. #2, Box 22 Port Royal, PA 17082 1 share, Common Stock
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(Attach 8 1/2 x 11 sheet if necessary)
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IN TESTIMONY WHEREOF, the Incorporator(s) has (have) signed and sealed the
Articles of Incorporation this 12th day of November, 1984
/s/ Jeanette M. Doty /s/ James R. McLaughlin
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/s/ Paul E. Guss
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FIRST COMMUNITY FINANCIAL CORPORATION
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ARTICLES OF INCORPORATION
ADDITIONAL ARTICLES
7. No merger, consolidation, liquidation or dissolution of this
corporation nor any action that would result in the sale or other disposition of
all or substantially all of the assets of this corporation shall be valid unless
first approved by the affirmative vote of the holders of at least eighty (803)
percent of the outstanding shares of Common Stock of this corporation. This
Article 7 may not be amended unless first approved by the affirmative vote of
the holders of at least eighty (80%) percent of the outstanding shares of Common
Stock of this corporation.
8. Cumulative voting rights shall not exist with respect to the
election of directors.
9. (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 the securities of a corporation or otherwise. When considering
whether to oppose an offer, the Board of Directors may, but is not legally
obligated to, consider any relevant, germane or pertinent issue: by way of
illustration, but not to be considered any limitation on the power of the Board
of Directors to oppose a tender or other offer for this corporation's
securities, the Board of Directors may, but shall not be legally obligated to,
consider any or all of the following:
(i) Whether the offer price is acceptable based on the historical and
present operating results or financial condition of the corporation;
(ii) Whether a more favorable price could be obtained for the
corporation's securities in the future;
(iii) The impact which an acquisition of the corporation would have on
the shareholders, employees, depositors and customers of the corporation
and its subsidiaries and the communities which they serve;
(iv) The reputation and business practice of the offeror and its
management and affiliates as they would affect the shareholders,
employees, depositors and customers of the corporation and its
subsidiaries and the-future value of the corporation's stock;
(v) 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 or other entity whose securities are being
offered;
FIRST COMMUNITY FINANCIAL CORPORATION
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(vi) 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 or 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 offeror 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 antitrust or
other regulatory problem for the offeror; and obtaining a more favorable
otter tram another individual or entity.
ARTICLE OF INCORPORATION
ADDITIONAL INCORPORATORS AND SIGNATURES
NUMBER & CLASS
NAME ADDRESS OF SHARES
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Samuel F. Metz R.D.#3, Box 142 1 share, Common
Mifflintown, PA 17059
J. Franklin Miller P.D.#3, Box 352 1 share, Common
Mifflintown, PA 17059
Donald E. Mummah Oakland Mills, PA 17076 1 share, Common
Samuel R. Schlegel R.D.#1, Box 150 1 share, Common
Beaver Springs, PA 17812
George L. Settlemyer P.O. Box 187 1 share, Common
Port Royal., PA 17082
John H. Sheaffer P.O. Box 152 1 share, Common
Port Royal, PA 17082
Thomas R. Shearer R.D. #1 1 share, Common
East Waterford, PA 17021
IN TESTIMONY WHEREOF, the incorporators have signed and sealed the Articles of.
Incorporation this 12th day of November, 1984.
/s/ Samuel F. Metz /s/ J. Franklin Miller
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Samuel F. Metz J. Franklin Miller
/s/ Donald E. Mummah /s/ Samuel R. Schlegel
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Donald E. Mummah Samuel R. Schlegel
/s/ George L. Settlemeyer /s/ John H. Sheaffer
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George L. Settlemeyer John H. Sheaffer
/s/ Thomas R. Shearer
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Thomas R. Shearer
Microfilm Number _____________________ Filed with the Department of State on _______________________
Entity Number ________________________ _____________________________________________________________
Secretary of the Commonwealth
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
In compliance with the requirements of 15 Pa.C.S. (S) 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to amend
its Articles, hereby states that:
1. The name of the corporation is: First Community Financial Corporation
2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office in provider and the
county of venue is (the Department is hereby authorized to correct the following
information to conform to the records of the Department):
(a) Two North Main Street Mifflintown PA 17059 Juniata
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Number and Street City State Zip County
(b) c/o:______________________________________________________________
Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.
3. The statute by or under which it was incorporated is: Pennsylvania Business
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Corporation Law of 1933 Act of 1201/33
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4. The date of its incorporation is: November 13, 1984
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5. (Check, and if appropriate complete, one of the following):
X The amendment shall be effective upon filing these Articles of
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Amendment in the Department of State.
__ The amendment shall be effective on: ___________at ___________________
Date Hour
6. (Check one of the following):
X The amendment was adopted by the shareholders (or members) pursuant to
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15 Pa.C.S. (S) 1914(4) and (b).
__ The amendment was adopted by the board of directors pursuant to 15
Pa.C.S. (S) 1914(c).
7. (Check, and if appropriate complete, one of the following):
___ The amendment adopted by the corporation, set forth in full, is as
follows:
X The amendment adopted by the corporation as set forth in full in
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Exhibit A is attached hereto and made a part hereof.
8. (Check if the amendment restates the Articles):
___ The restated Articles of Incorporation supersede the original Articles
and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer thereof this 18th day of
April, 1997.
FIRST COMMUNITY FINANCIAL CORPORATION
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(Name of Corporation)
By: /s/ James R. McLaughlin
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(Signature)
Title: President
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Articles of Amendment
First Community Financial Corporation
Attachment
7. The amendment adopted by the Corporation is as follows:
Articles 040, 041 and 042 of the Articles of Incorporation of the
Corporation are hereby amended in their entirety to read as follows:
"A. The Corporation shall have the power to create and issue a total of
20,000,000 shares, divided into a class of 10,000,000 shares of common
stock, par value of $5.00 per share, and a class of 10,000,000 shares of
preferred stock without par value. The preferred stock shall be divided
into one or more series as the board of directors may determine as
provided herein.
B. The holders of common stock shall have one vote per share. The
common stock shall be subject to the prior rights of holders of any
series of preferred stock outstanding, according to the preferences, if
any, of such series.
C. Each series of preferred stock may have full, limited, multiple or
fractional, or no voting rights, and such designations, preferences,
limitations, and special rights as determined by the board of directors
,as, provided herein. The division of the preferred stock into series,
the determination of the designation and the number of shares of any such
series and the determination of the voting rights, preferences,
limitations, and special rights of the shares of any such series may be
accomplished by an amendment to this Article, which amendment may be made
solely by action of the board of directors, which shall have the full
authority permitted by law to make such division and determinations.
D. Unless otherwise provided in a resolution or resolutions
establishing any particular series of preferred stock, the aggregate
number of authorized shares of preferred stock may be increased by an
amendment to the articles approved solely by the holders of the common
stock and of any preferred stock who are entitled under voting rights
designated by the board to vote thereon, if at all, voting together as a
class."
EXHIBIT "A"