EXHIBIT 3(I)
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PREMIER BANCORP, INC.
In compliance with the requirements of 15 Pa.C.S. Section 1306
(relating to Articles of Incorporation), the undersigned, desiring to be
incorporated as a business corporation, hereby state that:
1. The name of the Corporation is PREMIER BANCORP, INC.
2. The address, including street and number, if any, of this
Corporation's initial registered office in this Commonwealth is 379
North Main Street, Doylestown, Pennsylvania 18901, and the county of
venue is Bucks.
3. The Corporation is incorporated under the provisions of the
Pennsylvania Business Corporation Law of 1988 (15 Pa.C.S. Section
1101 et seq.), as the same may be amended.
4. The purpose or purposes of the Corporation are to have unlimited
power to engage in and to do any lawful act concerning any or all
business for which corporations may be incorporated under the
provisions of the Pennsylvania Business Corporation Law of 1988, as
the same may be amended.
5. The aggregate number of shares that the Corporation shall have
authority to issue is Thirty Million (30,000,000) shares of Common
Stock having a par value of Thirty-three Cents ($0.33) per share.
6. The name and address, including street and number, if any, of each
of the Incorporators, and the number and class of shares subscribed
to by each Incorporator is:
Name Address
---- -------
John C. Soffronoff 379 North Main Street, Doylestown, PA 18901
Clark S. Frame 379 North Main Street, Doylestown, PA 18901
Bruce E. Sickel 379 North Main Street, Doylestown, PA 18901
Number and Class of Shares
--------------------------
1 Share of Common Stock
1 Share of Common Stock
1 Share of Common Stock
7. 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 he assets of the
Corporation shall be valid unless first approved by he affirmative
vote of at least sixty-six and two-thirds percent (66 2/3%) of the
outstanding shares of Common Stock of the Corporation.
27
<PAGE>
8. Cumulative voting rights shall exist with respect to the election of
directors.
9(a). The Board of Directors may, if it deems 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 this
Corporation's securities in the future;
(iii). The social and economic effects of the offer or
transaction on this Corporation and any of its subsidiaries,
employees, depositors, loan and other customers, creditors,
shareholders and other elements of the Communities in which
this Corporation and any of its subsidiaries operate or are
located;
(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;
(vi). The business and financial conditions and earnings
prospects of the offeror, including, but not limited to,
debt service and other existing or likely financial
obligations of the offeror, and the possible affect of such
conditions upon this Corporation and any of its subsidiaries
and the other elements of the communities in which this
Corporation and any of its subsidiaries operate or are
located;
(vii). 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 make 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 offer from another individual or entity.
10. Articles 7, 8, 9 and 10 shall not be amended unless first approved
by the affirmative vote of the holders of at least sixty-six and
two-thirds percent (66 2/3%) of the outstanding shares of Common
Stock of the Corporation.
28
<PAGE>
IN TESTIMONY WHEREOF, the undersigned Corporation has caused these
Amended and Restated Articles of Incorporation to be signed by a duly
authorized officer thereof and its corporate seal, duly attested by another
such officer, to be hereunto affixed this 13th day of July, 2000.
Attest: PREMIER BANCORP, INC.
/s/ John J. Ginley By: /s/ John C. Soffronoff
------------------------- ---------------------------------
John J. Ginley, Secretary John C. Soffronoff, President and
Chief Executive Officer
(CORPORATE SEAL)
29
<PAGE>
