EXHIBIT 3 (i)
APPENDIX C
ARTICLES OF INCORPORATION
OF
PENSECO FINANCIAL SERVICES CORPORATION
The undersigned, being a natural person of the age of 19 years or older, does
hereby act as incorporator for the purpose of incorporating a business
corporation under the Business Corporation Law of 1988, as amended, of the
Commonwealth of Pennsylvania (the "Business Corporation Law of 1988").
FIRST. The name of the corporation (hereinafter called the "corporation") is
Penseco Financial Services Corporation
SECOND: The address of initial registered office of the corporation in the
Commonwealth of Pennsylvania is 150 North Washington Avenue, Scranton,
Pennsylvania 18503 -1848. The registered office of the corporation in the
Commonwealth of Pennsylvania shall be deemed for venue and official publication
purposes to be located in Lackawanna County.
THIRD: The corporation is incorporated under the Business Corporation Law of
1988.
FOURTH: The aggregate number of shares that the corporation shall have authority
to issue is 15,000,000, all of which are common stock ("Common Stock") and all
of which are of a par value of $.01 each.
FIFTH: No merger, consolidation, liquidation or dissolution of the corporation
nor any action that would, result in the sale or other disposition of all or
substantially all of the assets of the corporation shall be valid unless first
approved by the affirmative vote of the holders of at least seventy-five percent
(75%) of the outstanding shares of Common Stock. This Article 6 may not be
amended unless first approved by the affirmative vote of the holders of at least
seventy-five (75%) of the outstanding shares of Common Stock.
SIXTH:
(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 pertinent issue; by way of illustration, but not of limitation, 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
employees, depositors and customers of the corporation and its subsidiaries
and the communities which they serve;
(iv) The reputation and business practices of the offeror and its management
and affiliates as they would affect the 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 as compared to the corporation or other entity whose
securities are being offered; and
(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 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 offer from another individual or entity.
SEVENTH: The name and the address, including street and number, of the
incorporator are:
NAME ADDRESS
Dale Proctor-Hammond 2445 M Street, N.W Washington, D.C. 20037
EIGHTH: The corporation has as its purpose the engaging in all lawful business
for which corporations may be incorporated under the Business Corporation Law of
1988.
NINTH: The personal liability of the directors of the corporation is limited to
the fullest extent permitted by the provisions of the Business Corporation Law
of 1988, as the same may be amended and supplemented.
2. The corporation shall, to the fullest extent permitted by the provisions of
the Business Corporation Law of 1988, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said provisions from and against any and all of the
expenses, liabilities, or other matters referred to in or covered by said
provisions, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled
under any Bylaw, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of
such a person.
3. Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting pursuant to the provisions of
Section 1766 of the Business Corporation Law of 1988, as the same may be
amended and supplemented, upon the written consent of shareholders who would
have been entitled to cast the minimum number of votes that would be
necessary to authorize the action at a meeting at which all shareholders
entitled to vote thereon were present and voting.
Signed on September 30, 1997.
/s/ Dale Proctor-Hammond
Dale Proctor-Hammond, Incorporator
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