EXHIBIT 3 (ii)
APPENDIX D
BY-LAWS OF PENSECO FINANCIAL SERVICES CORPORATION
ARTICLE I
PLACE OF BUSINESS
The principal office for the transaction of business shall be in the City of
Scranton, Pennsylvania (until otherwise determined in the manner prescribed by
law, the principal office shall be located at 150 North Washington Avenue, and
business of the corporation may be carried on at such other locations as may be
lawfully established and operated as branches).
ARTICLE II
MEETING OF SHAREHOLDERS
SECTION 1. The annual meeting of the shareholders shall be held at such place
within the Commonwealth of Pennsylvania as shall be designated by the Board of
Directors on the First Tuesday of May in each year at 2 o'clock P.M., unless
that day be a duly designated legal holiday, in which event the annual meeting
shall be held on the first day following which is not a legal holiday.
A written or printed notice of every such meeting shall be mailed to each
shareholder, charges prepaid, at least ten days before the date of the meeting
to his, her or its last known address as appears on the books of the
Corporation.
SECTION 2. At each annual meeting the shareholders shall elect members to the
Board of Directors to serve until their successors are duly elected in
accordance with Article III, Section 1 and shall transact such other business as
may come before them.
SECTION 3. Special meetings of the shareholders may be called at any time by the
President, the Board of Directors, or the holders of not less than one-fifth of
all the shares outstanding and, entitled to vote at the particular meeting. At
any time, upon the written request of any person entitled to call a special
meeting as provided in this Section, the Secretary shall call a special meeting
of the shareholders to be held at such time as the notice shall specify, but not
more than sixty days after the receipt of the request for such meeting. A
written or printed notice for every special meeting, specifying the purpose and
time and place thereof, shall be mailed by the Secretary to the shareholders of
record, in the manner provided in Section 1 of this Article, at least ten days
before the date of such meeting.
SECTION 4. Any annual or special meeting of the shareholders may be adjourned
for any period of time, but any meeting at which Directors are to be elected
shall be adjourned only from day to day until such Directors have been elected.
If there should be a failure to elect Directors at any annual meeting, the
Directors already in office shall continue to hold their offices until their
successors are duly elected and qualified.
SECTION 5. In advance of any meeting of shareholders, the Board of Directors
shall appoint a judge or judges of election who need not be shareholders, to act
at such meeting or any adjournment thereof. If a judge or judges of election for
any reason be not so appointed, the chairman of any shareholders' meeting shall
make such appointment at the meeting. The number of judges shall be one or
three. If appointed at a meeting, the majority of shares present and entitled to
vote shall determine whether one or three judges are to be appointed. No person
who is a candidate for office shall act as judge.
In case any person appointed as judge fails to appear or fails or refuses to
act, the vacancy may be filled by appointment made by the Board of Directors in
advance of the convening of the meeting, or at the meeting by the person acting
as chairman.
The judge, or judges of election shall determine the number of shares
outstanding, the voting power of each, the shares represented at the meeting,
the existence of a quorum, the authenticity, validity, and effect of proxies,
receive votes or ballots, hear and determine all challenges and questions in any
way arising in connection with the right to vote, count and tabulate all votes,
determine the result, and do such acts as may be proper to conduct the election
or vote with fairness to all shareholders. If there be three judges of election,
the decision, act or certificate of a majority shall be effective in all
respects as the decision, act, or certificate of all.
On request of the chairman of the meeting, or of any shareholder or his proxy,
the judge or judges shall make a report in, writing of any challenge or question
or matter determined by him or them, and execute a certificate of any fact found
by him or them. Any report or certificate made by the judge or judges, shall be
prima facie evidence of the facts stated therein.
SECTION 6. Except as provided in Section 7 of this Article, at all meetings the
shareholders shall be entitled to one vote for each share standing in their
respective names on the books, and they may vote either in person or by proxy,
duly executed in writing, but no proxy shall be valid unless executed within
eleven months previous to the meeting, at which it is to be used.
Except as otherwise set forth in these By-Laws, the acts of the holders of a
majority of the shares represented at any meeting, at which a
quorum is present, shall be the acts of the shareholders. The shareholders
present at a duly organized meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares entitled to vote shall constitute a quorum. If a meeting
cannot be organized because a quorum has not attended, those present may adjourn
the meeting to such time and place as they may determine; but in the case of a
meeting called for the election of directors, those who attend the second of
such adjourned meetings, although less than a quorum as fixed in this Section,
shall nevertheless constitute a quorum for the purpose of electing Directors.
SECTION 7. In all elections for Directors every shareholder entitled to vote
shall have the right, in person, or by proxy, to multiply the number of votes to
which he may be entitled by the number of Directors to be elected, he may cast
his whole number of such votes for one candidate or he may distribute them among
any two or more candidates. The candidates receiving the highest number of votes
up to the number of Directors to be chosen shall be elected.
SECTION 8. The officer or agent having charge of the transfer books for shares
shall make, at least five days before each meeting of shareholders, a complete
list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, with the address of and the number of shares held be each,
which list shall be kept on file at the principal place of business and shall be
subject to inspection by any shareholder for any proper purpose at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting, and shall be subject to the inspection of any
shareholder for any proper purpose during the whole time of the meeting.
SECTION 9. Any Person intending to nominate at the annual meeting a candidate or
candidates for the Board of Director's other than those nominated by management
must notify the Corporation by certified mail, return receipt requested, which
notice the Corporation must be in receipt of at least forty-five (45) days
before said meeting, of his intent to do so giving the name(s) and address(es)
of the person(s) he intends to nominate. Any solicitation by or on behalf of
such candidate subject to Federal Securities Laws must comply therewith. The
judge or judges of election shall not count any votes solicited by or on behalf
of any such candidate in violation of the Federal Securities Laws or for say
such candidate nominated without prior notice thereof having been received by
the Corporation as required above.
SECTION 10. Shareholder Proposals. Shareholders wishing to present a proposal
for action at a meeting of shareholders must comply with the requirements of the
Federal Securities Laws.
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 of 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 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 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.
ARTICLE V
OFFICERS
SECTION 1. The Board of Directors at their Annual Meeting shall elect a
President, two or more Vice-Presidents designating one of them as Executive
Vice-President, a Secretary and a Treasurer and may elect a Chairman of the
Board of Directors, a Controller, one or more Assistant Controllers, an Auditor,
one or more Assistant Auditors, one or more Assistant Treasurers, one or more
Assistant Vice-Presidents, a Chief Information Officer, one or more Assistant
Secretaries, and such other officers as they shall deem necessary for the
conduct of the Corporation's business. Any two or more offices, except that of
President and Secretary and President and Treasurer may
be held by the same person. The Chairman of the Board, if any, and the
President, shall be members of the Board.
SECTION 2. The Chairman of the Board. If there be a Chairman of the Board, he
shall perform such duties as are prescribed by the Board.
SECTION 3. The President. The President shall be responsible for general
supervision of all the departments and business of the Corporation; he shall
prescribe the duties of the other Officers and employees and see to the proper
performance thereof and in general shall perform all the acts incident to his
office or prescribed by the Board.
SECTION 4. The Vice-Presidents. The Vice-Presidents shall perform such duties
and do such acts as may be prescribed by the President, the Board of Directors,
or the Executive Committee. The Executive Vice-President shall perform the
duties and have the powers of the President in the absence of the latter.
SECTION 5. The Treasurer. The Treasurer shall receive and take charge of all
money, securities, and. evidences of indebtedness belonging to or in the
possession of the Corporation. He shall see that proper accounts are kept and
that proper reports are made to the Officers, Board of Directors and other
persons or authorities entitled thereto.
He shall deposit such of the funds of the Corporation as are to be deposited in
such other institution, or institutions as are authorized by law to receive the
same and as may be designated as a depository for such funds by a majority of
all the members of the Board of Directors excluding any Directors who are
Officers or Directors in such depositories.
He shall also perform such other duties as may from time to time be prescribed
by the Board, the Executive Committee or the President.
The Treasurer shall not engage in any other gainful profession, business,
occupation or calling either, directly or indirectly, but this shall not be
construed to affect the right to be at the same time a member of the Board of
Directors of the incorporated institution in which he is the Treasurer.
SECTION 6. The Assistant Treasurers. The Assistant Treasurers shall perform such
duties as shall be prescribed by the Board of Directors, the Executive
Committee, the President or the Treasurer. In the absence of the Treasurer, the
Assistant Treasurer shall have authority to perform the duties of the Treasurer.
SECTION 7. The Secretary shall keep the Minutes of the meetings of the Board of
Directors and of the shareholders. He or one of the Assistant Secretaries shall
see that proper notices are sent of all meetings of which notice is required. He
shall have custody of the seal and when necessary shall attest to the same when
affixed to written instruments property executed on behalf of the Corporation,
and generally, shall perform such other duties as may be prescribed from time to
time by the Board, the Executive Committee or the President.
SECTION 8. The Assistant Secretaries. The Assistant Secretaries shall perform
such duties as shall be prescribed by the Board of Directors, the Executive
Committee, the President or the Secretary, and in the absence of the Secretary,
shall perform the duties of his office.
SECTION 9. Other Officers. All other officers shall have such power and duties
as may from time to time be given them by the Board of Directors, the Executive
Committee or the President.
ARTICLE VI
AUTHORITY OF EXECUTIVE OFFICERS
SECTION 1. The President and any Vice-President shall each have authority and
power to execute and to affix the seal of the corporation to any power of
attorney necessary to effect the transfer of any stocks, bonds, loans or scrip
standing in the name of the Corporation.
SECTION 2. The President and the Vice-Presidents shall each have the authority
to assign any and all registered, bonds standing at any time in the name of the
Corporation and to appoint one or more attorneys for that purpose.
SECTION 3. The President, the Vice-Presidents, the Assistant Vice-Presidents,
the Treasurer, the Secretary, the Assistant Treasurers, and the Assistant
Secretaries shall each have the power and authority to transfer any policies of
fire and title insurance at any time standing in the name of the Corporation.
SECTION 4. The President or any of the Vice-Presidents, or Assistant
Vice-Presidents, together with the Treasurer or Secretary or the Assistant
Treasurers or Assistant Secretaries, are authorized to do and perform such
corporate and official acts as are needful in the carrying on of the business of
the Corporation, subject always to the directions of the Board of Directors and
the Executive Committee. Subject to like limitation, they are fully empowered to
make and execute all deeds, leases, releases, agreements, contracts, bills of
sale,
assignments, letters of attorney or of substitution and other instruments which
may be needful to sell, assign, transfer, convey, release and assure or lease to
any party entitled thereto, whether purchaser, lessee or transferee, any estate
or property, real or personal, stocks, bonds, loans, insurance policies, storage
receipts, certificates of deposit, scrip, or evidences of debt at any time
standing in the name of the Corporation or of any Officer on behalf of the
Corporation or held or controlled by it and to affix its corporate seat to any
and all such instruments, and to acknowledge or prove the same.
SECTION 5. Such of the Executive Officers as may from time to time be designated
by the Board of Directors or by the Executive Committee, shall have power and
authority to sign checks, drafts, letters of credit, orders, receipts or
acquittances, and to endorse checks, bills of exchange, orders, drafts and
vouchers made payable or endorsed to the Corporation.
ARTICLE VII
SECTION 1. Employees of the Corporation other than the Officers, may be
appointed or dismissed by the President or in his absence by the Executive
Vice-President. Officers of the corporation may be dismissed only by action of
the Board of Directors. A list of employees, their duties and salaries, shall be
submitted to the Board or the Executive Committee should they, or either of
them, at any time so require.
SECTION 2. No Director, Officer or Employee shall disclose any of the business
of the Corporation, not of a public nature or required by legal authority,
except the necessary information to patrons concerning their individual
business.
ARTICLE VIII
All officers and Employees of the Corporation and, in addition, any Director,
who is authorized to receive payments of moneys or to handle negotiable
securities on behalf of the Corporation shall, before entering upon the
performance of their duties, at the expense of the Corporation, furnish bond in
such amounts and with such surety as is approved by the Board of Directors.
ARTICLE IX
DIVIDENDS
The Board of Directors may declare, subject to the limitations prescribed by
law, dividends on the shares of the Corporation of so much of the profits as
shall appear advisable to the Board, making the same payable at a time in its
discretion.
ARTICLE X
CERTIFICATES FOR SHARES
SECTION 1. Every share certificate shall be signed by the President or Executive
Vice-President or one of the Vice-Presidents and by the Treasurer or one of the
Assistant Treasurers and sealed with the corporate seal.
SECTION 2. If a certificate for shares be lost or destroyed, another may be
issued in its place upon the following conditions:
The owner of the said certificate shall produce an affidavit that the said
certificate has been either lost or destroyed; that he is unable to find the
same; that he has not at any time sold, pledged or otherwise disposed of any
part of his interest in, or title to, the said shares and that the said
affidavit is made in order to obtain a new certificate.
The owner of the said shares shall furnish a bond in form and with surety to be
approved by the President or a Vice-President in such amount as the Board of
Directors shall determine; but not less than double the par value of the shares,
conditioned to indemnify the Corporation against loss by reason of the issuance
of a new certificate, and to deliver to the Corporation, duly assigned, the lost
certificate, if found.
SECTION 3. The transfer book for shares of the Corporation may be closed for
such length of time as the Directors may determine from time to time before the
payment of any dividends and before any annual or special meeting of
shareholders.
ARTICLE XI
CORPORATE SEAL
The seal of the Corporation shall contain the words "PENSECO FINANCIAL SERVICES
CORPORATION," Incorporated 1997, Scranton, Pennsylvania.
ARTICLE XII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January in
each year, and end on the thirty-first day of December in each year.
ARTICLE XIII
LIABILITY AND INDEMNIFICATION OF OFFICERS, DIRECTORS, AND OTHERS
No director shall be personally liable for monetary damages for any action taken
or any failure to take action unless such director has breached or failed to
perform the duties of his office and such breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.
Any person, including but not limited to directors, officers, employees, and
agents, their heirs, executors and administrators, shall be indemnified and
saved harmless out of the assets and profits of the Corporation from and against
all actions, costs, charges, losses, damages, and expenses which they shall or
may incur or sustain by or by reason of any act done, concurred in or committed
in or about the execution of their duty, or supposed duty, in their respective
positions, provided, however, that no indemnification shall be made in any case
where the act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted self-dealing, willful misconduct, or
recklessness.
Expenses incurred by an officer, director, employee or agent in defending a
civil or criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such person to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the
Corporation.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this section shall, unless otherwise provided when authorized or ratified,
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 person. This right of indemnification is not intended to exclude other
rights of such persons under the law.
ARTICLE XIV
These By-Laws may be amended at any regular meeting of the shareholders or at
any special meeting called for that purpose except as otherwise provided in
these By-Laws by the vote of a majority in interest of the shareholders; but
notice of the proposed amendments shall be sent to the shareholders at least ten
days before the meeting.
These By-Laws may also be amended by the Board of Directors (except as to
By-Laws fixing the qualifications, classification or terms of office of
directors) subject to the power of the shareholders to change such action.
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