UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report: 08/09/05
(Date of earliest event reported)
PENSECO FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
000-23777
(Commission File Number)
PA 23-2939222
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
150 North Washington Avenue, Scranton, Pennsylvania 18503-1848
(Address of principal executive offices) (Zip Code)
(570) 346 - 7741
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On August 9, 2005 the Board of Directors of Penseco Financial Services
Corporation approved the following amendments to the Company's bylaws that will
be effective immediately. The amendments are as follows:
The establishment of a Nominating and Corporate Governance Committee as a
standing committee of the Board and the elimination of Section 6 of Article III,
which is a duplication of Section 5. This resulted in the re-numbering of the
sections that follow. Original Articles III & IV are listed as well as the
Amended Articles III & IV.
ORIGINAL ARTICLES III & IV
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. The business of the Corporation shall be managed by a Board of
Directors not less than five or more than fifteen in number. There shall be four
classes of directors, each class shall be as nearly equal in number as possible.
At the initial meeting of shareholders, the exact number of Directors for each
class shall be fixed by resolution of the shareholders. Directors of the first
class will be elected to serve until the first annual meeting. Directors of the
second class shall be elected to serve until the second annual meeting.
Directors of the third class shall be elected to serve until the third annual
meeting. Directors of the fourth class shall be elected to serve until the
fourth annual meeting. At the first annual meeting of the shareholders and at
each annual meeting held thereafter, the number of Directors of the class whose
terms are to expire shall be elected to serve for a period of four years. The
Board of Directors may increase the number of Directors by not more than two in
any one year.
Changes in this provision (providing for classes and staggered terms for
Directors) shall require the affirmative vote of 3/4ths of the outstanding
shares of the Corporation.
SECTION 2. Every Director must be a shareholder of the Corporation and
shall own on date of election in his own right at least one share. Any Director
shall cease to act when no longer holding such a share, which fact shall be
reported to the Board by the Secretary, whereupon the Board shall declare the
seat of such Director vacated.
SECTION 3. Vacancies on the Board of Directors caused by the death,
resignation, disqualification or otherwise, of any Director who was previously
duly elected and qualified, or vacancies resulting from an increase in the
number of Directors, may be filled by the remaining members of the Board, though
less than a quorum, and each person so elected shall be a Director until the
expiration of the term of the Director who preceded such person, if applicable,
or, if such person was elected to fill a vacancy resulting from an increase in
the number of Directors, until his successor is elected by the shareholders and
has qualified. Failure of the shareholders to make such election by the next
annual meeting shall result in a reduction in the number of directors of that
class.
SECTION 4. The meetings of the Board of Directors shall be held at such
place within the Commonwealth of Pennsylvania as a majority of the Directors may
from time to time designate, or as may be designated in the notice calling the
meeting.
SECTION 5. A majority of all the Directors in office shall be necessary to
constitute a quorum for the transaction of business, and the acts of a majority
of the Directors who are present at a meeting at which a quorum is present,
shall be the acts of the Board of Directors.
SECTION 6. A majority of all the Directors in office shall be necessary to
constitute a quorum for the transaction of business, and the acts of a majority
of the Directors who are present at a meeting at which a quorum is present,
shall be the acts of the Board of Directors.
SECTION 7. The Board of Directors shall meet for organization and regular
business on the 1st Tuesday of May in each year immediately following the annual
meeting of shareholders. Subsequent regular meetings of the Board of Directors
shall be held on such day and at such hour and at such frequency as the Board
shall from time to time designate.
SECTION 8. Special meetings of the Board of Directors may be called by the
President at any time and shall be called whenever three or more members of the
Board so request in writing.
SECTION 9. Notice of every special meeting, specifying the business to be
transacted thereat, shall be given by the Secretary to each member of the Board
at least one day before the date of such meeting. In case of any emergency,
requiring, in the opinion of the President, prompt attention, he may call
forthwith a meeting of the Board to act thereon.
SECTION 10. The order of business of Directors' Meeting shall be such as
the Board shall from time to time fix.
SECTION 11. The Board of Directors shall keep complete records of their
proceedings in a Minute Book kept for that purpose alone. When a Director shall
request it, the vote of each Director upon a particular question shall be
recorded in the Minutes. The reports of Officers and committees shall be filed
with the Secretary of the Board.
SECTION 12. The Board of Directors may fix, from time to time, a reasonable
fee to be paid to each Director annually for his service to the corporation and
in addition reasonable fees for attending meetings of the Board or any of its
committees. A Director may be a salaried officer of the corporation.
ARTICLE IV
STANDING COMMITTEES
SECTION 1. For the proper conduct of the business of the Corporation, there
shall be two Standing Committees of the Board consisting of the Executive
Committee and the Audit Committee and such other committees as the Board of
Directors shall create.
SECTION 2. Executive Committee. The Executive Committee shall consist of
the President and not less than three nor more than four other Directors. The
Committee shall meet at such times as it may determine. Special meetings of the
Committee may be called at any time by the Chairman of the Committee, or by the
President, or in their absence any Vice-President. Two members of the Committee
shall constitute a quorum. The Committee may be called into session at any time
between the meetings of the Board of Directors, and shall have authority to pass
upon any business of the Corporation requiring immediate action.
SECTION 3. Audit Committee. The Audit Committee shall consist of not less
than three nor more than five Directors. Three members of the Committee shall
constitute a quorum. The Audit Committee shall, at least once in each year, make
or cause to be made by Certified Public Accountants employed for the purpose, a
complete examination of the books, papers, and affairs of the Corporation and
the loans and discounts thereof and into such other matters as may be required
by law. Upon receipt of reports from such Accountants, the Committee, after due
consideration thereof, shall, as soon as practicable, make its report and
recommendations thereon to the Board of Directors. The audit committee shall
meet with the internal auditor at such times and places as it shall determine to
review the Auditor's reports and shall report to the Board of Directors and make
such recommendations in regard to such reports as it deems necessary. The
committee shall also meet with the
Accounting firm hired to conduct the audit on a yearly or more frequent basis
and report to the Board its results and any recommendations pursuant thereto.
SECTION 4. Other Committees. Other Committees of the Board may be created
by the Board of Directors by majority vote consisting of such number of
Directors and having such duties and powers as the Board shall direct.
SECTION 5. The President shall appoint, subject to the approval of the
Board, the members and Chairman of each Committee to serve for such periods of
time as may be set by the Board.
Amended Sections of Articles III and IV
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. The business of the Corporation shall be managed by a Board of
Directors not less than five or more than fifteen in number. There shall be four
classes of directors, each class shall be as nearly equal in number as possible.
At the initial meeting of shareholders, the exact number of Directors for each
class shall be fixed by resolution of the shareholders. Directors of the first
class will be elected to serve until the first annual meeting. Directors of the
second class shall be elected to serve until the second annual meeting.
Directors of the third class shall be elected to serve until the third annual
meeting. Directors of the fourth class shall be elected to serve until the
fourth annual meeting. At the first annual meeting of the shareholders and at
each annual meeting held thereafter, the number of Directors of the class whose
terms are to expire shall be elected to serve for a period of four years. The
Board of Directors may increase the number of Directors by not more than two in
any one year.
Changes in this provision (providing for classes and staggered terms for
Directors) shall require the affirmative vote of 3/4ths of the outstanding
shares of the Corporation.
SECTION 2. Every Director must be a shareholder of the Corporation and
shall own on date of election in his own right at least one share. Any Director
shall cease to act when no longer holding such a share, which fact shall be
reported to the Board by the Secretary, whereupon the Board shall declare the
seat of such Director vacated.
SECTION 3. Vacancies on the Board of Directors caused by the death,
resignation, disqualification or otherwise, of any Director who was previously
duly elected and qualified, or vacancies resulting from an increase in the
number of Directors, may be filled by the remaining members of the Board, though
less than a quorum, and each person so elected shall be a Director until the
expiration of the term of the Director who preceded such person, if applicable,
or, if such person was elected to fill a vacancy resulting from an increase in
the number of Directors, until his successor is elected by the shareholders and
has qualified. Failure of the shareholders to make such election by the next
annual meeting shall result in a reduction in the number of directors of that
class.
SECTION 4. The meetings of the Board of Directors shall be held at such
place within the Commonwealth of Pennsylvania as a majority of the Directors may
from time to time designate, or as may be designated in the notice calling the
meeting.
SECTION 5. A majority of all the Directors in office shall be necessary to
constitute a quorum for the transaction of business, and the acts of a majority
of the Directors who are present at a meeting at which a quorum is present,
shall be the acts of the Board of Directors.
SECTION 6. The Board of Directors shall meet for organization and regular
business on the 1st Tuesday of May in each year immediately following the annual
meeting of shareholders. Subsequent regular meetings of the Board of Directors
shall be held on such day and at such hour and at such frequency as the Board
shall from time to time designate.
SECTION 7. Special meetings of the Board of Directors may be called by the
President at any time and shall be called whenever three or more members of the
Board so request in writing.
SECTION 8. Notice of every special meeting, specifying the business to be
transacted thereat, shall be given by the Secretary to each member of the Board
at least one day before the date of such meeting. In case of any emergency,
requiring, in the opinion of the President, prompt attention, he may call
forthwith a meeting of the Board to act thereon.
SECTION 9. The order of business of Directors' Meeting shall be such as the
Board shall from time to time fix.
SECTION 10. The Board of Directors shall keep complete records of their
proceedings in a Minute Book kept for that purpose alone. When a Director shall
request it, the vote of each Director upon a particular question shall be
recorded in the Minutes. The reports of Officers and committees shall be filed
with the Secretary of the Board.
SECTION 11. The Board of Directors may fix, from time to time, a reasonable
fee to be paid to each Director annually for his service to the corporation and
in addition reasonable fees for attending meetings of the Board or any of its
committees. A Director may be a salaried officer of the corporation.
ARTICLE IV
STANDING COMMITTEES
SECTION 1. For the proper conduct of the business of the Corporation, there
shall be three Standing Committees of the Board consisting of the Executive
Committee, the Nominating and Corporate Governance Committee and the Audit
Committee and such other committees as the Board of Directors shall create.
SECTION 2. Executive Committee. The Executive Committee shall consist of
the President and not less than three nor more than four other Directors. The
Committee shall meet at such times as it may determine. Special meetings of the
Committee may be called at any time by the Chairman of the Committee, or by the
President, or in their absence any Vice-President. Two members of the Committee
shall constitute a quorum. The Committee may be called into session at any time
between the meetings of the Board of Directors, and shall have authority to pass
upon any business of the Corporation requiring immediate action.
SECTION 3. Nominating and Corporate Governance Committee. The Nominating
and Corporate Governance Committee shall consist of not less than three nor more
than five Directors. Three members of the Committee shall constitute a quorum.
The Committee shall be responsible for reviewing, from time to time, the
Corporation's Articles of Incorporation and Bylaws and general governance
practices, recommending to the Board of Directors changes thereto. The Committee
shall also review and rate potential candidates for filling vacancies on the
Board of Directors, soliciting from all members of the Board of Directors names
of potential candidates and input from all Board members regarding such
potential candidates.
SECTION 4. Audit Committee. The Audit Committee shall consist of not less
than three nor more than five Directors. Three members of the Committee shall
constitute a quorum. The Audit Committee shall, at least once in each year, make
or cause to be made by Certified Public Accountants employed for the purpose, a
complete examination of the books, papers, and affairs of the Corporation and
the loans and discounts thereof and into such other matters as may be required
by law. Upon receipt of reports from such Accountants, the Committee, after due
consideration thereof, shall, as soon as practicable, make its report and
recommendations thereon to the Board of Directors. The audit committee shall
meet with the internal auditor at such times and places as it shall determine to
review the Auditor's reports and shall report to the Board of Directors and make
such recommendations in regard to such reports as it deems necessary. The
committee shall also meet with the
Accounting firm hired to conduct the audit on a yearly or more frequent basis
and report to the Board its results and any recommendations pursuant thereto.
SECTION 5. Other Committees. Other Committees of the Board may be created
by the Board of Directors by majority vote consisting of such number of
Directors and having such duties and powers as the Board shall direct.
SECTION 6. The President shall appoint, subject to the approval of the
Board, the members and Chairman of each Committee to serve for such periods of
time as may be set by the Board.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
By: /s/ OTTO P. ROBINSON JR.
________________________
Otto P. Robinson, Jr.
President
Date: August 9, 2005