As filed with the Securities and Exchange Commission on
December 13, 1996
Registration No. 33-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HARLEYSVILLE NATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
Pennsylvania 22-2210237
------------ ----------
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
483 Main Street, Harleysville Pennsylvania 19438
- ------------------------------------------ -----
(Address of Principal Executive Offices) (Zip Code)
-------------------
HARLEYSVILLE NATIONAL CORPORATION STOCK BONUS PLAN
(Full title of the plan)
------------------------
Walter E. Daller, Jr. Copies To:
President Nicholas Bybel, Jr., Esquire
Harleysville National Corporation Robin M Wilder, Esquire
483 Main Street Shumaker Williams, P.C.
Harleysville, Pennsylvania 19438 Post Office Box 88
(215) 256-8851 Harrisburg, Pennsylvania 17108
(Name, address, including zip (717)763-1121
code and telephone number,
including area code, of agent
for service)<PAGE>
----------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C>
Title of Each Class Amount to Proposed Maximum
of Securities to be Offering Price
be Registered Registered <F1> Per Share <F2>
Common Stock
$1.00 par value 20,000 shares $25.25
<CAPTION>
Title of Each Class Proposed Maximum Amount
of Securities to Aggregate Offering Registration
be Registered Price <F2> Fee
Common Stock $505,000.00 $153.03
$1.00 par value
<FN>
<F1> Includes 20,000 shares of Harleysville National Corporation
common stock, par value $1.00 per share ("Common
Stock")authorized for issuance under the Harleysville National
Corporation Stock Bonus Plan ("Plan"). There are also registered
hereby such indeterminate number of shares of Common Stock as may
become issuable by reason of the anti-dilution provisions of the
Plans.
<F2> Estimated pursuant to Rule 457(c) and (h)(1) solely for the purpose of
calculating the amount of the registration fee based upon the
average of the high and low prices of the Common Stock on the
National Association of Securities Dealers Automated Quotation
National Market System on December 12, 1996, with respect to the
20,000 shares of Common Stock issuable under the Plan.
</FN>
</TABLE>
<PAGE>
TO PARTICIPANTS IN THE
HARLEYSVILLE NATIONAL CORPORATION
STOCK BONUS PLAN
Harleysville National Corporation (the "Company") has filed
a registration statement concerning its shares of common stock,
$1.00 par value ("Common Stock") that may, from time to time, be
issued pursuant to the Harleysville National Corporation Stock
Bonus Plan ("Plan"). The Prospectus deemed to form a part of the
registration statement consists of certain documents and
explanatory memoranda regarding the Plans. Also deemed to
comprise part of the Prospectus, are the following documents,
each of which is specifically incorporated by reference into the
registration statement and each of which is on file with the
United States Securities and Exchange Commission ("SEC")
(Periodic Report File No. 0-15237):
(a) The Company's annual report on Form 10-K for
the year ended December 31, 1995;
(b) the Company's Current Report on Form 8-K filed
on March 1, 1996;
(c) the Company's quarterly reports on Form 10-Q
for the quarters ended March 31, 1996, June 30, 1996,
and September 30, 1996; and
(d) the description of the Company's Common Stock
which appears at pages 39-44 of the Company's
Prospectus, which forms a part of the Company's
registration statement on Form S-4, registration No.
33-46788, filed on April 3,1992.
All documents filed with the SEC by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 after the date of the Prospectus and prior to the
termination of the offering made hereby shall be deemed to be
incorporated by reference in the Prospectus and to be a part
thereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Prospectus.
The Company will provide without charge to each Plan
participant who so requests, a copy of any or all of the
documents mentioned above as well as all documentation relating
to the Plans required to be delivered to Plan participants
pursuant to the rules adopted under the Securities Act of 1933.
Requests for such copies should be addressed orally or in writing
to:
Attention: Corporate Secretary
Harleysville National Corporation
483 Main Street
Harleysville, PA 19438
(215) 256-8851
December 13, 1996
PART II
II-1
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There are hereby incorporated by reference in this
registration statement the following documents filed by the
Company with the Commission (Periodic Report File No. 0-15237):
(a) The Company's annual report on Form 10-K for the
year ended December 31, 1995;
(b) the Company's Current Report on Form 8-K filed on
March 1, 1996;
(c) the Company's quarterly reports on Form 10-Q for
the quarters ended March 31, 1996, June 30, 1996, and September
30, 1996; and
(d) the description of the Company's Common Stock which
appears at pages 39-44 of the Company's Prospectus, which forms
a part of the Company's registration statement on Form S-4,
registration No. 33-46788, filed on April 3, 1992.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of the
Prospectus and prior to the termination of the offering made
hereby shall be deemed to be incorporated by reference in the
Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of the
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of the Prospectus.
Information Required in the Section 10(a) Prospectus
The document(s) containing the information specified in
Items 1 and 2 of Part I of Form S-8 will be sent or given to plan
participants as specified in Rule 428(b)(1) and, in accordance
with the instructions to Part I of Form S-8, are not filed with
the Securities and Exchange Commission as part of this
Registration Statement.
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
The general corporate law of the Commonwealth of
Pennsylvania, as applicable to the Company, together with the
Company's By-laws, as amended, provides the Company's officers
and directors with a broad range of limitation from liability and
indemnification for actions and inactions in connection with the
performance of their duties. Generally, Article 23 of the
Company's By-laws, as amended, provides for indemnification of
directors and officers. Aside from matters involving criminal
statutes or tax laws, the By-laws provide that the
II-2
<PAGE>
directors are not personally liable for monetary damages for any
action or inaction taken unless the director has breached or
failed to perform his or her duties of office and such breach or
failure constitutes self-dealing, willful misconduct or
recklessness. The Company's officers and directors are entitled
to be indemnified if they are named as a party or threatened to
be named as a party to any type of proceeding as a result of
actions or inactions taken while in the course of their
association with the Company provided that such action or
inaction was in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the Company.
Officers and directors of the Company will be presumed to be
entitled to this indemnification absent breaches of fiduciary
duty, lack of good faith or self-dealing and will be entitled to
be indemnified unless their conduct is determined by a court to
have constituted willful misconduct or recklessness.
The specific provisions of Pennsylvania corporate law that
provide for indemnification of directors and officers are set
forth herein. Subchapter D of Chapter 17 of the Pennsylvania
Business Corporation Law of 1988, as amended (the "BCL"), (15 Pa.
C.S.A. Sections 1741-1750) provides that a business corporation shall
have the power under certain circumstances to indemnify
directors, officers, employees and agents against certain
expenses incurred by them in connection with any threatened,
pending or completed action, suit or proceeding.
Section 1721 of the BCL (relating to the Board of Directors)
declares that unless otherwise provided by statute or in a by-law
adopted by the shareholders, all powers enumerated in Section
1502 (relating to general powers) and elsewhere in the BCL or
otherwise vested by law in a business corporation shall be
exercised by or under the authority of, and the business and
affairs of every business corporation shall be managed under the
direction of, a board of directors. If any such provision is
made in the by-laws, the powers and duties conferred or imposed
upon the board of directors under the BCL shall be exercised or
performed to such extent and by such person or persons as shall
be provided in the by-laws.
Section 1712 of the BCL provides that a director shall stand
in a fiduciary relation to the corporation and shall perform his
duties as a director, including his duties as a member of any
committee of the board upon which he may serve, in good faith, in
a manner he reasonably believes to be in the best interests of
the corporation and with such care, including reasonable inquiry,
skill and diligence, as a person of ordinary prudence would use
under similar circumstances. In performing his duties, a
director shall be entitled to rely in good faith on information,
opinions, reports or statements, including financial statements
and other financial data, in each case prepared or presented by
any of the following:
(1) one or more officers or employees of the corporation
whom the director reasonably believes to be reliable and
competent in the matters presented;
(2) counsel, public accountants or other persons as to
matters which the director reasonably believes to be within the
professional or expert competence of such person; or
(3) a committee of the board upon which he does not
serve, duly designated in accordance with law, as to matters
within its designated authority, which committee the director
reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith, if
he has knowledge concerning the matter in question that would
cause his reliance to be unwarranted.
Section 1716 also states that in discharging the duties of
their respective positions, the board of directors, committees of
the board and individual directors may, in considering the best
interests of the corporation, consider the effects of any action
upon employees, upon suppliers and customers of the corporation
and upon communities in which offices or other establishments of
the corporation are located, and all other pertinent factors.
The consideration of those factors shall not constitute a
violation of Section 1712. In addition, absent breach of
fiduciary
II-3
<PAGE>
duty, lack of good faith or self-dealing, actions taken as a
director or any failure to take any action shall be presumed to
be in the best interests of the corporation.
Moreover, Section 1713 addresses the personal liability of
directors and states that if a by-law adopted by the shareholders
so provides, a director shall not be personally liable, as such,
for monetary damages for any action taken, or any failure to take
any action, unless:
(1) the director has breached or failed to perform the
duties of his office under this section; and
(2) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.
The provisions discussed above shall not apply to:
(1) the responsibility or liability of a director pursuant
to any criminal statute; or
(2) the liability of a director for the payment of taxes
pursuant to local, state or federal law.
Finally, Section 1714 states that a director of a
corporation who is present at a meeting of its board of
directors, or of a committee of the board, at which action on any
corporate matter is taken shall be presumed to have assented to
the action taken unless his dissent is entered in the minutes of
the meeting or unless he files his written dissent to the action
with the secretary of the meeting before the adjournment thereof
or transmits the dissent in writing to the secretary of the
corporation immediately after the adjournment of the meeting.
The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this Section 1721 shall bar a
director from asserting that minutes of the meeting incorrectly
omitted his dissent if, promptly upon receipt of a copy of such
minutes, he notified the secretary, in writing, of the asserted
omission or inaccuracy.
Section 1741 of the BCL (relating to third party actions)
provides that unless otherwise restricted in its by-laws, a
business corporation shall have the power to indemnify any person
who was or is a party, or is threatened to be made a party to any
threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation), by reason of the
fact that such person is or was a representative of the
corporation, or is or was serving at the request of the
corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection
with the action or proceeding if such person acted in good faith
and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to
any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action or
proceeding by judgment, order, settlement or conviction or upon a
plea of nolo contendere or its equivalent shall not of itself
create a presumption that the person did not act in good faith
and in a manner that he reasonably believed to be in, or not
opposed to, the best interests of the corporation, and with
respect to any criminal proceeding, had reasonable cause to
believe that his conduct was not unlawful.
Section 1742 of the BCL (relating to derivative actions)
provides that unless otherwise restricted in its by-laws, a
business corporation shall have the power to indemnify any person
who was or is a party, or is threatened to be made a party, to
any threatened, pending or completed action by or in the right of
the corporation to procure a judgment in its favor by reason of
the fact that such person is or was a representative of the
corporation, or is or was serving at the request of the
corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by such person
in connection with the defense or settlement of the action if
such person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of
II-4
<PAGE>
the corporation. Indemnification shall not be made under this
section in respect of any claim, issue or matter as to which such
person has been adjudged to be liable to the corporation unless,
and only to the extent that, the court of common pleas of the
judicial district embracing the county in which the registered
office of the corporation is located or the court in which such
action was brought determines upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court of common pleas or
such other court shall deem proper.
Section 1743 of the BCL (relating to mandatory
indemnification) provides for mandatory indemnification of
directors and officers such that to the extent that a
representative of the business corporation has been successful on
the merits or otherwise in defense of any action or proceeding
referred to in Sections 1741 (relating to third party actions) or
1742 (relating to derivative actions), or in defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting
indemnification. Under this section unless ordered by a court,
any indemnification under Section 1741 (relating to third party
actions) or 1742 (relating to derivative actions) shall be made
by the business corporation only as authorized in the specific
case upon a determination that indemnification of the
representative is proper in the circumstances because such person
has met the applicable standard of conduct set forth in those
sections. The determination shall be made:
(1) by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to the action
or proceeding;
(2) if such quorum is not obtainable, or, if obtainable
and a majority vote of a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion; or
(3) by the shareholders.
Section 1745 of the BCL (relating to advancing expenses)
provides that expenses (including attorneys' fees) incurred in
defending any action or proceeding referred to above may be paid
by the business corporation in advance of the final disposition
of the action or proceeding upon receipt of an undertaking by or
on behalf of the representative to repay such amount if it is
ultimately determined that such person is not entitled to be
indemnified by the corporation as authorized by the BCL or
otherwise.
Section 1746 of the BCL (relating to supplementary coverage)
provides that the indemnification and advancement of expenses
provided by or granted pursuant to the other sections of the BCL
shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be
entitled under any other by-law, agreement, vote of shareholders
or disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another
capacity while holding such office.
Section 1746 of the BCL also provides that indemnification
referred to above shall not 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 willful misconduct or
recklessness.
Section 1746 further declares that indemnification under any
by-law, agreement, vote of shareholders or directors or
otherwise, may be granted for any action taken or any failure to
take any action and may be made whether or not the corporation
would have the power to indemnify the person under any other
provision of law except as provided in this section and whether
or not the indemnified liability arises or arose from any
threatened,
II-5
<PAGE>
pending or completed action by or in the right of the
corporation. Such indemnification is declared to be consistent
with the public policy of the Commonwealth of Pennsylvania.
Section 1747 of the BCL (relating to the power to purchase
insurance) provides that unless otherwise restricted in its
by-laws, a business corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
representative of the corporation or is or was serving at the
request of the corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against
that liability under the provisions of the BCL. Such insurance
is declared to be consistent with the public policy of the
Commonwealth of Pennsylvania.
Section 1750 of the BCL (relating to duration and extent of
coverage) declares that the indemnification and advancement of
expenses provided by, or granted pursuant to, the BCL shall,
unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be a representative of the
corporation and shall inure to the benefit of the heirs and
personal representative of that person.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption From Registration Claimed
Inapplicable.
II-6
<PAGE>
Items 8. Exhibits
Exhibit No.
- -----------
4A Articles of Incorporation of the Registrant, as amended
4B Bylaws of the Registrant, as amended
4C Harleysville National Corporation Stock Bonus Plan
(Included in Exhibit 99A)
5 Opinion of Shumaker Williams, P.C.
23A Consent of Grant Thornton, LLP
23B Consent of KPMG Peat Marwick
23C Consent of Shumaker Williams, P.C. (included in Exhibit 5)
24 Power of Attorney of Directors and Officers
(included on Signature Page)
99A Harleysville National Corporation Stock Bonus Plan
99B Letter to Employees Announcing Existence of Harleysville
National Corporation Stock Bonus Plan
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date
of the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change
II-7
<PAGE> to such information in the registration
statement; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply if the information required to
be included in a post-effective amendment
by those paragraphs is contained in
periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that
are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933,
each post-effective amendment shall be deemed
to be a new registration statement relating to
the securities offered therein, and the offering
of such securities at the time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability
under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section
13(a)or Section 15(d) of the Securities Exchange
Act of 1934, and, where applicable, each filing of
an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of
1934, that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling
persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the
Securities and Exchange Commission such
indemnification is against public policy as
expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a
claim for indemnification against such
liabilities, other than the payment of the
Registrant of expenses incurred or paid by a
director, officer or controlling person of the
Registrant in the successful defense of any action
suit or proceeding, is asserted by such director,
officer or controlling person in connection with
the securities being registered, the Registrant
will, unless in the opinion of its counsel the
matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is
against public policy as expressed in the
Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized in
the City of Harleysville, Commonwealth of Pennsylvania on
December 12, 1996.
HARLEYSVILLE NATIONAL CORPORATION
By /s/Walter E. Daller, Jr.
-------------------------
Walter E. Daller, Jr.
President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Walter E.
Daller, Jr. and Vernon L. Hunsberger, and each of them, his true
and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him and in his name, place
and stead, in any and all capacity, to sign any or all amendments
to this Registration Statement and to file the same, will all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully and to all intents
and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Capacity Date
/s/ Walter E. Daller, Jr. President and Chief December 12, 1996
- ------------------------- Executive Officer
Walter E. Daller, Jr. and Director (Principal
Executive Officer)
/s/ Vernon L. Hunsberger Chief Financial and December 12, 1996
- ------------------------ Accounting Officer
Vernon L. Hunsberger (Principal Financial and
Principal Accounting Officer)
/s/ John W. Clemens Director December 12, 1996
- -----------------------
John W. Clemens
/s/ Martin E. Fossler Director December 12, 1996
- ------------------------
Martin E. Fossler
II-9
<PAGE>
/s/ Harold A. Herr Director December 12, 1996
- -----------------------
Harold A. Herr
Thomas S. McCready Director December 12, 1996
- ----------------------
Thomas S. McCready, Esquire
/s/ Bradford W. Mitchell Director December 12, 1996
- ------------------------
Bradford W. Mitchell
Henry M. Pollack Director December 12, 1996
- -----------------------
Henry M. Pollack
/s/ Palmer E. Retzlaff Director December 12, 1996
- ------------------------
Palmer E. Retzlaff
/s/ Walter F. Vilsmeier Director December 12, 1996
- -----------------------
Walter F. Vilsmeier
/s/ William M. Yocum Director December 12, 1996
- ----------------------
William M. Yocum
II-10
<PAGE>
INDEX TO EXHIBITS
Exhibit No.
4A Articles of Incorporation of the Registrant, as amended
4B Bylaws of the Registrant, as amended
4C Harleysville National Corporation Stock Bonus Plan
(included in Exhibit 99A)
5 Opinion of Shumaker Williams, P.C.
23A Consent of Grant Thornton, LLP
23B Consent of KPMG Peat Marwick
23C Consent of Shumaker Williams, P.C. (included in Exhibit
5)
24 Power of Attorney of Directors and Officers
(included on Signature Page)
99A Harleysville National Corporation Stock Bonus Plan
99B Letter to Employees Announcing Existence of
Harleysville National Corporation Stock Bonus Plan
II - 11
EXHIBIT 4A
Articles of Incorporation of the Registrant, As Amended
<PAGE>
AMENDED ARTICLES OF INCORPORATION
OF HARLEYSVILLE NATIONAL CORPORATION
<PAGE>
APPLICANT'S ACCT NO Filed this 1st day of
June, 1982.
DSCB BCL-204 (Rev. 8-72) Commonwealth of
Pennsylvania
Filing Fee: $75 Department of State
AB-7
82-27 1534 /s/ William R. Davis
Articles of ____________________ Secretary of the
Incorporation (Line for Numbering) Commonwealth
Domestic Business Corporation slg
(Box for Certification)
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
_________________________________________________________________
In compliance with the requirements of Section 204 of the
Business Corporation Law act of May 5, 1933 (P. L. 364) (15 P. S.
Section 1204) the undersigned desiring to be incorporated as a
business corporation hereby certifies (certify) that:
1. The name of the corporation is:
Harleysville National Corporation
2. The location and post office address of the initial
registered office of the corporation in this Commonwealth is:
483 Main Street
Harleysville, Pennsylvania 19438
3. The corporation is incorporated under the Business
Corporation Law of the Commonwealth of Pennsylvania for the
following purpose or purposes:
To have unlimited power to engage in and do any lawful
act concerning any or all lawful business for which corporations
may be incorporate under the provisions of the Business
Corporation Law of the Commonwealth of Pennsylvania. The
corporation is incorporated under the provisions of the Business
Corporation Law of the Commonwealth of Pennsylvania (Act of May
5, 1933, P. L. 364) (15 P.S. Section 1204, as amended).
4. The term for which the corporation is to exist is:
perpetual
5. The aggregate number of shares which the corporation shall
have authority to issue is:
One million (1,000,000) shares of Common Stock of the
par value of One Dollar ($1.00) per share (the "Common Stock").
<PAGE>
DSCB:BCL-204 (Rev. 8-72) 82-72
1535
6. The name(s) and post office address(es) of each
incorporator(s) and the number and class of shares subscribed by
such incorporator(s) is (are):
John W. Clemens 98 Fretz Road 1 share of Common
Souderton, Pa. 18964 Stock
Walter E. Daller, Jr. 719 Clayhor Avenue 1 share of Common
Collegeville, Pa. 19426 Stock
Ernest M. Delp 319 Maple Avenue 1 share of Common
Harleysville, Pa. 19438 Stock
Reference is made to Exhibit A attached hereto and hereby made a
part hereof for the text of Articles 7, 8 and 9 of these Articles
of Incorporation.
IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed
and sealed these Articles of Incorporation this 27th day of May,
1982.
/s/ John W. Clemens /s/ Walter E. Daller, Jr.
- ----------------------------(SEAL) -----------------------(SEAL)
John W. Clemens Walter E. Daller, Jr.
/s/ Ernest M. Delp
------------------------(SEAL)
Ernest M. Delp
INSTRUCTIONS FOR COMPLETION OF FORM:
A. For general instructions relating to the incorporation
of business corporations see 19 Pa. Code Ch. 35 (relating to
business corporations generally). Theses instructions relate to
such matters as corporate name, stated purposes, term of
existence, authorized share structure and related authority of
the board of directors. Inclusion of names of first directors in
the Articles of Incorporation, optional provisions on cumulative
voting for election of directors, etc.
B. One or more corporations or natural persons of full age
may incorporate a business corporation.
C. Optional provisions required or authorized by law may
be added as Paragraphs 7, 8, 9 . . . etc.
D. The following shall accompany this form:
(1) Three copies of Form DSCB:BCL---206 (Registry
Statement Domestic or Foreign Business Corporation).
(2) Any necessary copies of Form DSCB:17.2(Consent to
Appropriation of Name) or Form DSCB:17.3 (Consent to Use of
Similar Name).
(3) Any necessary governmental approvals.
E. BCL Section 205 (15 Pa. S. Section 1205) requires that
the incorporators shall advertise their intention to file or the
corporation shall advertise the filing of articles of
incorporation. Proofs of publication of such advertising should
not be delivered to the Department but should be filed with the
minutes of the corporation.
<PAGE>
82-27
1536
EXHIBIT A
TO
ARTICLES OF INCORPORATION
OF
HARLEYSVILLE NATIONAL CORPORATION
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
the assets of the corporation shall be valid unless first
approved by the affirmative vote of the holders of at least
eighty percent (80%) of the outstanding shares of Common Stock.
This Article 7 may not be amended unless first approved by the
affirmative vote of the holders of at least eighty percent (80%)
of the outstanding shares of Common Stock.
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 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;
<PAGE>
82-26
1537
(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.
-2-
<PAGE>
APPLICANT'S ACCT NO Filed this 1st day of
May, 1987.
DSCB BCL-806 (Rev. 8-72) Commonwealth of
Pennsylvania
Filing Fee: $40 Department of State
AB-2
8733 846 /s/ James J. Haggerty
Articles of ____________________ Secretary of the
Amendment (Line for Numbering) Commonwealth
Domestic Business Corporation
(Box for Certification)
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
_________________________________________________________________
In compliance with the requirements of Section 806 of the
Business Corporation Law act of May 5, 1933 (P. L. 364) (15 P. S.
Section 1806), the undersigned desiring to amend its Articles,
does hereby certify that:
1. The name of the corporation is:
Harleysville National Corporation
2. The location of its registered office in this Commonwealth
is (the Department of State is hereby authorized to correct the
following statement to conform to the records of the Department):
483 Main Street
Harleysville, Pennsylvania 19438
3. The statute by or under which it was incorporated is:
Pennsylvania Business Corporation Law (Act of May 5, 1933, P.L.
364, as amended)
4. The date of its incorporation is: June 1, 1982
5. (Check, and if appropriate, complete one of the following):
X The meeting of the shareholders of the corporation at
which the amendment was adopted was held at the time and place
and pursuant to the kind and period of notice herein stated.
Time: The 14th day of April, 1987.
Place: Holiday Inn, Route 63, Kulpsville, Pennsylvania
Kind of period of notice: Notice of Annual Meeting of
Shareholders mailed to all Shareholders on March 21, 1987.
___ The amendment was adopted by a consent in writing,
setting forth the action so taken signed by all of the
shareholders entitled to vote thereon and filed with the
Secretary of the Corporation.
6. At the time of the action of shareholders:
(a) The total number of shares outstanding was:
906,574
(b) The number of shares entitled to vote was:
906,574
<PAGE>
DSCB:BCL-806 (Rev. 8-72)-2 8733
847
7. In the action taken by the shareholders
(a) The number of shares voted in favor of the amendment
was:
650,600
(b) The number of shares voted against the amendment was:
42,549
8. The amendment adopted by the shareholders, set forth in
full, is as follows:
See Exhibit A attached hereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused
these Articles of Amendment to be signed by a duly authorized
officer and its corporate seal, duly attested by another such
officer, to be hereunto affixed this 14th day of April, 1987.
HARLEYSVILLE NATIONAL CORPORATION
Attest:
/s/ Eileen F. Kratz /s/ Walter E. Daller, Jr.
_________________________ ___________________________________
Eileen F. Kratz Walter E. Daller, Jr.
Secretary President and Chief Executive
Officer
(CORPORATE SEAL)
INSTRUCTIONS FOR COMPLETION OF FORM
A. Any necessary copies of Form DSCB:17.2 (Consent to
Appropriation of Name) or Form DSCB:17.3 (Consent to Use of
Similar Name) shall accompany Articles of Amendment effecting a
change of name.
B. Any necessary governmental approvals shall accompany
this form.
C. Where action is taken by partial written consent
pursuant to the Articles, the second alternate of Paragraph 5
should be modified accordingly.
D. If the shares of any class were entitled to vote as a
class, the number of shares of each class so entitled and the
number of shares of all other classes entitled to vote should be
set forth in Paragraph 6(b).
E. If the shares of any class were entitled to vote as a
class, the number of shares of such class and the number of
shares of all other classes voted for and against such amendment
respectively should be set forth in Paragraphs 7(a) and 7(b).
F. BCL Section 807 (15 P.S. Section 1807) requires that
the corporation shall advertise its intention to file or the
filing of Articles of Amendment. Proofs of publication of such
advertising should not be delivered to the Department but should
be filed with the minutes of the corporation.
<PAGE>
8733
848
EXHIBIT A
Article 5 of the Articles of Incorporation of Harleysville
National Corporation is amended and restated to read in its
entirety as follows:
5. (a) The aggregate number of shares which the
Corporation shall have authority to issues is: Nine Million
(9,000,000) shares of Common Stock of the par value of One Dollar
($1.00) per share (the "Common Stock") and One Million
(1,000,000) shares of Series Preferred Stock of the par value of
One Dollar ($1.00) per share (the "Preferred Stock").
(b) The Preferred Stock may be issued from time to time
by the Board of Directors as herein provided in one or more
series. The designations, relative rights, preferences and
limitations of the Preferred Stock, and particularly of the
shares of each series thereof, may, to the extent permitted by
law, be similar to or may differ from those of any other series.
The Board of Directors of the Corporation is hereby expressly
granted authority, subject to the provisions of this Article 5,
to issue from time to time Preferred Stock in one or more series
and to fix from time to time before issuance thereof, by filing a
certificate pursuant to the Business Corporation Law, the number
of shares in each such series of such class and all designations,
relative rights (including the right, to the extent permitted by
law, to convert into shares of any class or into shares of any
series of any class), preferences and limitations of the shares
in each such series, including, but without limiting the
generality of the foregoing, the following:
(i) The number of shares to constitute such
series (which number may at any time, or from time to time, be
increased or decreased by the Board of Directors, notwithstanding
that shares of the series may be outstanding at the time of such
increase or decrease, unless the Board of Directors shall have
otherwise provided in creating such series) and the distinctive
designation thereof;
(ii) The dividend rate on the shares of such
series, whether or not dividends on the shares of such series
shall be cumulative, and the date or dates, if any, from which
dividends thereon shall be cumulative;
(iii) Whether or not the shares of such series
shall be redeemable, and, if redeemable, the date or dates upon
or after which they shall be redeemable and the amount or amounts
per share (which shall be, in the case of each share, not less
than its preference upon involuntary liquidation, plus an amount
equal to all dividends thereon accrued and unpaid, whether or not
earned or declared) payable thereon in the case of the redemption
thereof, which amount may vary at different redemption dates or
otherwise as permitted by law;
(iv) The right, if any, of holders of shares of
such series to convert the same into, or exchange the same for,
Common Stock or other stock as permitted by law, and the terms
and conditions of such conversion or exchange, as well as
provisions for adjustment of the conversion rate in such events
as the Board of Directors shall determine;
(v) The amount per share payable on the shares of
such series upon the voluntary and involuntary liquidation,
dissolution or winding up of the Corporation;
(vi) Whether the holders of shares of such series
shall have voting power, full or limited, in addition to the
voting powers provided by law, and, in case additional voting
powers are accorded, to fix the extent thereof; and
(vii) Generally to fix the other rights and
privileges and any qualifications, limitations or restrictions of
such rights and privileges of such series, provided, however,
that no such rights, privileges, qualifications, limitations or
restrictions shall be in conflict with the Articles of
Incorporation of the Corporation or with the resolution or
resolutions adopted by the Board of Directors providing for the
issue of any series of which there are shares then outstanding.
A-1
<PAGE>
8733
849
(c) All shares of Preferred Stock of the same series shall
be identical in all respects, except that shares of any one
series issued at different times may differ as to dates, if any,
from which dividends thereon may accumulate. All shares of
Preferred Stock of all series shall be of equal rank and shall be
identical in all respects, except that to the extent not
otherwise limited in this Article 5 any series may differ from
any other series with respect to any one or more of the
designations, relative rights, preferences and limitations
described or referred to in subparagraphs(b)(i) to (vii)
inclusive of this Article 5.
(d) Dividends on the outstanding Preferred Stock of each
series shall be declared and paid or set apart for payment before
any dividends shall be declared and paid or set apart for payment
on the Common Stock with respect to the same quarterly dividend
period. Dividends on any shares of Preferred Stock shall be
cumulative only if and to the extent set forth in a certificate
filed pursuant to law. After dividends on all shares of Preferred
Stock (including cumulative dividends if and to the extent any
such shares shall be entitled thereto) shall have been declared
and paid or set apart for payment with respect to any quarterly
dividend period, then and not otherwise as long as any shares of
Preferred Stock shall remain outstanding, dividends may be
declared and paid or set apart for payment with respect to the
same quarterly dividend period on the Common Stock out of the
assets or funds of the Corporation legally available therefor.
(e) All shares of Preferred Stock of all series shall be of
equal rank, preference and priority as to dividends irrespective
of whether or not the rates of dividends to which the particular
series of Preferred Stock shall be entitled shall be the same and
when the stated dividends are not paid in full, the shares of all
series of Preferred Stock shall share ratably in the payment
thereof in accordance with the sums which would be payable on
such shares if all dividends were paid in full, provided,
however, that any two or more series of Preferred Stock may
differ from each other as to the existence and extent of the
right to cumulative dividends, as aforesaid.
(f) Except as otherwise specifically provided in the
certificate filed pursuant to law with respect to any series of
Preferred Stock or as otherwise provided by law, the Preferred
Stock shall not have any right to vote for the election of
directors or for any other purpose and the Common Stock shall
have the exclusive right to vote for the election of directors
and for all other purposes. Each holder of Common Stock shall be
entitled to one vote for each share thereof held. In all
instances in which voting rights are granted to the Preferred
Stock or any series thereof, such Preferred Stock or series shall
vote with the Common Stock as a single class, except with respect
to any vote for the approval of any merger, consolidation,
liquidation or dissolution of the Corporation and except as
otherwise provided in the certificate filed pursuant to law with
respect to any series of the Preferred Stock or as otherwise
provided by law.
(g) In the event of any liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, each
series of Preferred Stock shall have preference and priority over
the Common Stock for payment of the amount to which each
outstanding series of Preferred Stock shall be entitled in
accordance with the provisions thereof and each holder of
Preferred Stock shall be entitled to be paid in full such amount,
or have a sum sufficient for the payment in full set aside,
before any payments shall be made to the holders of Common Stock.
If, upon liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation or the proceeds
thereof, distributable among the holders of the shares of all
series of Preferred Stock shall be insufficient to pay in full
the preferential amount aforesaid, then such assets, or the
proceeds thereof, shall be distributed among such holders ratably
in accordance with the respective amounts which would be payable
if all amounts payable thereon were paid in full. After the
holders of the Preferred Stock of each series shall have been
paid in full the amounts to which they respectively shall be
entitled, or a sum sufficient for the payment in full set aside,
the remaining net assets of the Corporation shall be distributed
pro rata to the holders of the Common Stock in accordance with
their respective rights and interests, to the exclusion of the
holders of the Preferred Stock. A Consolidation or merger of the
Corporation with or into another corporation or corporations, or
a sale, whether for cash, shares of stock, securities or
properties, of all or substantially all of the assets of the
Corporation, shall not be deemed or construed to be a
liquidation, dissolution or winding up of the Corporation within
the meaning of this Article 5.
A-2
<PAGE>
8733
850
(h) In the event that Preferred Stock of any series shall
be made redeemable as provided in subparagraph (b)(iii) of this
Article 5, the Corporation, at the option of the Board of
Directors, may redeem at any time or times, from time to time,
all or any part of any one or more series of Preferred Stock
outstanding by paying for each share the then applicable
redemption price fixed by the Board of Directors as provided
herein, plus an amount equal to accrued and unpaid dividends to
the date fixed for redemption, upon such notice and terms as may
be specifically provided in the certificate filed pursuant to law
with respect to such series of Preferred Stock.
(i) No holder of Preferred Stock of the Corporation shall
be entitled, as such, as a matter of right, to subscribe for or
purchase any part of any new or additional issue of stock of any
class or series whatsoever, any rights or options to purchase
stock of any class or series whatsoever or any securities
convertible into, exchangeable for or carrying rights or options
to purchase stock of any class or series whatsoever, whether now
or hereafter authorized, and whether issued for cash or other
consideration or by way of dividend.
A-3
<PAGE>
Microfilm Number ___________ Filed with the Department
of State on April 22, 1994
Entity Number 756777 /s/ Robert N. Grant
_________________________
Secretary of the
Commonwealth
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION
In compliance with the requirements of 15 Pa.C.S. Section
1915 (relating to Articles of Amendment), the undersigned
business corporation, desiring to amend its Articles, does hereby
certify and state that:
1. The Name of the Corporation is:
Harleysville National Corporation
2. The Address, including street and number, of its
Registered Office in this Commonwealth is: (The Department of
State is hereby authorized to correct the following statement to
conform to the records of the Department):
483 Main Street, P.O. Box 195, Montgomery County,
Pennsylvania 19438.
3. The Statute by or under which the Corporation was
Incorporated is:
Business Corporation Law of 1933, Act of May 5,
1933, P.L. 364, as amended.
4. The Date of its Incorporation is:
June 1, 1982.
5. The Manner in which the Amendment was Adopted by the
Corporation is:
The amendment was duly approved and adopted, and
proposed to the Shareholders, by the Board of Directors of the
Corporation at a Meeting of the
<PAGE>
Board of Directors of the Corporation duly called, convened and
held on February 10, 1994. The amendment was adopted by the
Shareholders of the Corporation pursuant to Section 1914(a) and
(b) of the Business Corporation Law of 1988, as amended, at the
1994 Annual Meeting of Shareholders of the Corporation duly
called, convened and held pursuant to a Notice of Annual Meeting
of Shareholders, Proxy Statement, and Form of Proxy dated March
14, 1994 and first sent on or about March 17, 1994 by United
States Mail, first class postage prepaid, to the shareholders of
record as of the Record Date of March 11, 1994. The 1994 Annual
Meeting of shareholders was held at 9:30 a.m., prevailing time,
on Tuesday, April 12, 1994 at Presidential Caterers, 2910 DeKalb
Street, Norristown, Pennsylvania 19401. The total number of
shares outstanding was 5,192,722.26564 with each share entitled
to one vote. The total number of shares entitled to vote was
5,192,722.26564. The total number of shares that voted for the
amendment was 3,875,328.36589, the total number of shares that
voted against the amendment was 201,979.98708, and the total
number of shares that abstained from voting on the matter was
49,011.76106. Thus, the amendment was approved and adopted by
74.6% of the Shareholders which constitutes a majority of the
votes cast by all Shareholders entitled to vote thereon at the
1994 Annual Meeting of Shareholders.
6. The Amendment adopted by the Corporation, set forth in
full, is as follows:
5.(a) The aggregate number of shares which the
Corporation shall have authority to issue is Thirty Million
(30,000,000) shares of Common Stock of the par value of One
Dollar ($1.00) per share (the "Common Stock"), and Three Million
(3,000,000) shares of Series Preferred Stock of the par value of
One Dollar ($1.00) per share (the "Preferred Stock").
<PAGE>
7. The Amendment shall be Effective upon filing these
Articles of Amendment with the Commonwealth of Pennsylvania,
Department of State.
IN TESTIMONY WHEREOF, the undersigned Corporation has caused
these Articles of Amendment to be signed by a duly authorized
officer thereof and its corporate seal, duly attested by another
such officer, to be hereunto affixed this 12th day of April,
1994.
HARLEYSVILLE NATIONAL CORPORATION
Attest:
/s/ Pamela L. Hartenstine /s/ Walter E. Daller, Jr.
_________________________ By: ______________________________
Pamela L. Hartenstine Walter E. Daller, Jr.
Secretary President and
Chief Executive Officer
(CORPORATE SEAL)
<PAGE>
Microfilm Number ___________ Filed with the Department
of State on April 24, 1995
Entity Number 756777 /s/ Yvette Kane
_________________________
Secretary of the
Commonwealth
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION
In compliance with the requirements of 15 Pa.C.S. Section
1915 (relating to Articles of Amendment), the undersigned
business corporation, desiring to amend its Articles, does hereby
certify and state that:
1. The Name of the Corporation is:
Harleysville National Corporation
2. The Address, including street and number, of its
Registered Office in this Commonwealth is: (The Department of
State is hereby authorized to correct the following statement to
conform to the records of the Department):
483 Main Street, P.O. Box 195
Harleysville, Montgomery County, Pennsylvania 19438
3. The Statute by or under which the Corporation was
Incorporated is:
Business Corporation Law of 1933, Act of May 5,
1933, P.L. 364, as amended.
4. The Date of its Incorporation is:
June 1, 1982
5. The Manner in which the Amendment was Adopted by the
Corporation is:
The amendment was duly approved and adopted, and
proposed to the Shareholders, by the Board of Directors of the
Corporation at a Meeting of the Board of Directors of the
Corporation duly called, convened and held on January 12, 1995.
The amendment was adopted by the Shareholders of the Corporation
pursuant to Section 1914(a) and (b) of the Business Corporation
Law of 1988, as amended, at the 1995 Annual Meeting of
Shareholders of the Corporation duly called, convened and held
pursuant
<PAGE>
to a Notice of Annual Meeting of Shareholders, Proxy Statement,
and Form of Proxy dated March 13, 1995 and first sent on or about
March 13, 1995 by United States Mail, first class postage
prepaid, to the shareholders of record as of the Record Date of
March 10, 1995. The 1995 Annual Meeting of shareholders was held
at 9:30 a.m., prevailing time, on Tuesday, April 11, 1995 at
Presidential Caterers, 2910 DeKalb Pike, Norristown, Pennsylvania
19401. The total number of shares outstanding was 5,873,688 with
each share entitled to one vote. The total number of shares
entitled to vote was 5,873,688. The total number of shares that
voted for the amendment was 4,915,720.34151, the total number of
shares that voted against the amendment was 220,553.34288, and
the total number of shares that abstained from voting on the
matter was 10,597.07634. Thus, the amendment was approved and
adopted by 83.69% of the outstanding shares of Common Stock of
the Corporation, which constitutes more than the requisite
percentage (80 percent) of the outstanding shares of Common Stock
required to approve and adopt the amendment.
6. The Amendment Adopted by the Corporation set forth in
full is:
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
the assets of the Corporation shall be valid unless first
approved by the affirmative vote of:
(a) the holders of at least eighty percent
(80%) of the outstanding shares of the voting stock of the
Corporation; or
(b) the holders of at least a majority of
the outstanding shares of voting stock of the Corporation,
provided that such transaction has received the prior approval of
at least seventy-five percent (75%) of all of the members of the
Board of Directors.
The affirmative vote of the holders of at least
eighty percent (80%) of the outstanding shares of voting stock
entitled to vote shall be required to amend or repeal this
Article 7.
7. The Amendment shall be Effective upon filing these
Articles of Amendment with the Commonwealth of Pennsylvania,
Department of State.
<PAGE>
IN TESTIMONY WHEREOF, the undersigned Corporation has caused
these Articles of Amendment to be signed by a duly authorized
officer thereof and its corporate seal, duly attested by another
such officer, to be hereunto affixed this 11th day of April,
1995.
HARLEYSVILLE NATIONAL CORPORATION
Attest:
/s/ Pamela L. Hartenstine /s/ Walter E. Daller, Jr.
_________________________ By: ______________________________
Pamela L. Hartenstine Walter E. Daller, Jr.
Secretary President and
Chief Executive Officer
(CORPORATE SEAL)
EXHIBIT 4B
BYLAWS OF HARLEYSVILLE NATIONAL CORPORATION, AS AMENDED
<PAGE>
BY-LAWS
of
HARLEYSVILLE NATIONAL CORPORATION
<PAGE>
BY-LAWS
of
HARLEYSVILLE NATIONAL CORPORATION
Article I
CORPORATION OFFICE
Section 1.1 The Corporation shall have and continuously
maintain in Pennsylvania a registered office which may, but need
not, be the same as its place of business and at an address to be
designated from time to time by the Board of Directors.
Section 1.2 The Corporation may also have offices at such
other places as the Board of Directors may from time to time
designate or the business of the Corporation may require.
Article 2
SHAREHOLDERS MEETINGS
Section 2.1 All meetings of the shareholders shall be held
at such time and place as may be fixed from time to time by the
Board of Directors.
Section 2.2 The annual meeting of the shareholders shall be
held on the first Tuesday in May in each year if not a legal
holiday, and if a legal holiday, then on the next full business
day, when they shall elect a Board of Directors and transact such
other business as may properly be brought before the meeting.
[amended 12/15/83, amended again 2/8/96].
Section 2.3 Special meetings of the shareholders may be
called at any time by the Chairman of the Board, the President,
the Executive Vice President, if any, a majority of the Board of
Directors or of its Executive Committee or by shareholders
entitled to cast at least one-fifth of the votes which all
shareholders are entitled to cast at the particular meeting. If
such request is addressed to the Secretary, it shall be signed by
the persons making the same and shall state the purpose or
purposes of the proposed meeting. Upon receipt of any such
request, it shall be the duty of the Secretary to call a special
meeting of the shareholders to be held at a time, not less than
ten nor more than sixty days thereafter, as the Secretary may
fix. If the Secretary shall neglect or refuse to issue such call
within five days from the receipt of such request, the person or
persons making the request may issue the call.
Section 2.4 Written notice of all meetings other than
adjourned meetings of shareholders, stating the place, date and
hour, and, in case of special meetings of shareholders, the
purpose thereof, shall be served upon, or mailed, postage
prepaid, or telegraphed, charges prepaid, at least five days
before such meeting, unless a greater period of notice is
required by statute or by these By-laws, to each shareholder
entitled to vote thereat at such address as appears on the
transfer books of the Company.
Article 3
QUORUM OF SHAREHOLDERS
Section 3.1 The presence, in person, by proxy or by
conference telephone or similar communications equipment as
hereinafter described, of shareholders entitled to cast at least
a majority of the votes which
<PAGE>
all shareholders are entitled to cast on the particular matter
shall constitute a quorum for purposes of considering such
matter, and unless otherwise provided by statute the acts of such
shareholders at a duly organized meeting shall be the acts of the
shareholders. One or more shareholders may participate in any
shareholders meeting by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear one another, and such
person or persons shall be counted for purposes of a quorum. If,
however, any meeting of shareholders cannot be organized because
of lack of a quorum, those present in person, by proxy or by such
communications equipment shall have the power, except as
otherwise provided by statute, to adjourn the meeting to such
time and place as they may determine, without notice other than
an announcement at the meeting, until the requisite number of
shareholders for a quorum shall be present in person, by proxy
or by such communications equipment, except that in the case of
any meeting called for the election of directors such meeting may
be adjourned only for periods not exceeding 15 days as the
holders of a majority of the shares present in person, by proxy
or by such communications equipment shall direct, and those who
attend the second of such adjourned meetings, although less than
a quorum, shall nevertheless constitute a quorum for the purpose
of electing directors. At any adjourned meeting at which a
quorum shall be present or so represented, any business may be
transacted which might have been transacted at the original
meeting if a quorum had been present. The shareholders present
in person, by proxy or by such communications equipment at a duly
organized meeting can continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave
less than a quorum.
Article 4
VOTING RIGHTS
Section 4.1 Except as may be otherwise provided by statute
or by the Articles of Incorporation, at every shareholders
meeting, every shareholder entitled to vote thereat shall have
the right to one vote for every share having voting power
standing in his name on the books for the Corporation on the
record date fixed for the meeting. No share shall be voted at
any meeting if any installment is due and unpaid thereon.
Section 4.2 When a quorum is present at any meeting the
voice vote of the holders of a majority of the stock having
voting power, present in person, by proxy or by approved
communications equipment, shall decide any question brought
before such meeting except as provided differently by statute or
by the Articles of Incorporation.
Section 4.3 Upon demand made by a shareholder entitled to
vote at any election for directors before the voting begins, the
election shall be by ballot.
Article 5
PROXIES
Section 5.1 Every shareholder entitled to vote at a meeting
of shareholders or to express consent or dissent to corporate
action in writing without a meeting may authorize another person
or persons to act for him by proxy. Every proxy shall be
executed in writing by the shareholder or his duly authorized
attorney in fact and filed with the Secretary of the Corporation.
A proxy, unless coupled with an interest, shall be revocable at
will, notwithstanding any other agreement or any provision in the
proxy to the contrary, but the revocation of a proxy shall not be
effective until notice thereof has been given to the Secretary of
the Corporation. No unrevoked proxy shall be valid after 11
months from the date of its execution, unless a longer time is
expressly provided therein, but in no event shall a proxy, unless
coupled with an interest, be voted after three years from the
date of its execution. A proxy shall not be revoked by the death
or incapacity of the maker, unless before the vote is counted or
the authority is exercised, written notice of such death or
incapacity is given to the Secretary of the Corporation.
<PAGE>
Article 6
RECORD DATE
Section 6.1 The Board of Directors may fix a time, not more
than 50 days prior the date of any meeting of shareholders, or
the date fixed for the payment of any dividend or distribution,
or the date for the allotment of rights, or the date when any
change or conversion or exchange of shares will be made or go
into effect, as a record date for the determination of the
shareholders entitled to notice of, and to vote at, any such
meeting, or entitled to receive payment of any such dividend or
distribution, or to receive any such allotment of rights, or to
exercise the rights in respect to any such change, conversion or
exchange of shares. In such case, only such shareholders as
shall be shareholders of record on the date so fixed shall be
entitled to notice of, or to vote at, such meeting or to receive
payment of such dividend or to receive such allotment of rights
or to exercise such rights, as the case may be, notwithstanding
any transfer of any shares of the books of the Corporation after
any record date fixed as aforesaid. The Board of Directors may
close the books of the Corporation against transfers of shares
during the whole or any part of such period, and in such case
written or printed notice thereof shall be mailed at least ten
days before the closing thereof to each shareholder of record at
the address appearing on the records of the Corporation or
supplied by him to the Corporation for the purpose of notice.
While the stock transfer books of the Corporation are closed, no
transfer of shares shall be made thereon. If no record date is
fixed by the Board of Directors for the determination of
shareholders entitled to receive notice of, and vote at, a
shareholders meeting, transferees of shares which are transferred
on the books of the Corporation within ten days next preceding
the date of such meeting shall not be entitled to notice of or to
vote at such meeting.
Article 7
VOTING LISTS
Section 7.1 The officer or agent having charge of the
transfer books for shares of the Corporation shall make, at least
five days before each meeting of shareholders, a complete
alphabetical list of the shareholders entitled to vote at the
meeting, with their addresses and the number of shares held by
each, which list shall be kept on file at the registered office
or principal place of business of the Corporation and shall be
subject to inspection by any shareholder at any time during usual
business hours. Such list shall be produced at and kept open for
inspection by any shareholder during the entire meeting. The
original transfer books for shares of the Corporation, or a
duplicate thereof kept in this Commonwealth, shall be prima facie
evidence as to who are the shareholders entitled to exercise the
rights of a shareholder.
Article 8
JUDGES OF ELECTION
Section 8.1 In advance of any meeting of shareholders, the
Board of Directors may appoint judges of election, who need not
be shareholders, to act at such meeting or any adjournment
thereof. If judges of election are not so appointed, the
Chairman of any such meeting may, and on the request of any
shareholder or his proxy shall, make such appointment at the
meeting. The number of judges shall be one or three. If
appointed at a meeting on the request of one more shareholders or
proxies, 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 a judge.
The judges of election shall do all such acts as may be proper to
conduct the election or vote, and such other duties as may be
prescribed by statute, with fairness to all shareholders, and if
requested by the Chairman of the meeting or any shareholder or
his proxy, shall make a written report of any matter determined
by them and execute a certificate of any fact found by them. If
there are three judges of election, the decision, act or
certificate of a majority shall be the decision, act or
certificate of all.
<PAGE>
Article 9
CONSENT OF SHAREHOLDER IN LIEU OF MEETING
Section 9.1 Any action required to be taken at a meeting of
the shareholders, or of a class of shareholders, may be taken
without a meeting, if a consent or consents in writing setting
forth the action so taken shall be signed by all of the
shareholders who would be entitled to vote at a meeting for such
purpose and shall be filed with the Secretary of the Corporation.
Article 10
DIRECTORS
Section 10.1 Any shareholder who intends to nominate or to
cause to have nominated any candidate for election to the Board
of Directors (other than any candidate proposed by the
Corporation's then existing Board of Directors) shall so notify
the Secretary of the Corporation in writing not less than 45 days
prior to the date of any meeting of shareholders called for the
election of directors. Such notification shall contain the
following information to the extent known by the notifying
shareholder:
(a) the name and address of each proposed nominee;
(b) the age of each proposed nominee;
(c) the principal occupation of each proposed nominee;
(d) the number of shares of the Corporation owned by each
proposed nominee;
(e) the total number of shares that to the knowledge of the
notifying shareholder will be voted for each proposed nominee;
(f) the name and residence address of the notifying
shareholder; and
(g) the number of shares of the Corporation owned by the
notifying shareholder.
Any nomination for director not made in accordance with this
Section shall be disregarded by the chairman of the meeting, and
votes cast for each such nominee shall be disregarded by the
judges of election. In the event that the same person is
nominated by more than one shareholder, if at least one
nomination for such person complies with this Section, the
nomination shall be honored and all votes cast for such nominee
shall be counted.
Section 10.2 The number of directors that shall constitute
the whole Board of Directors shall be no less than five nor more
than twenty-five. The Board of Directors shall be classified
into four classes, each class to be elected for a term of four
years. The terms of the respective classes shall expire in
successive years as provided in Section 10.3 hereof. Within the
foregoing limits, the Board of Directors may from time to time
fix the number of directors and their respective classifications.
The Directors shall be natural persons of full age and need not
be residents of Pennsylvania or shareholders of the Corporation.
No person who is 72 years of age or older (except for directors
who had attained the age of 72 on June 1, 1982) shall be elected
a director. [See resolutions - meeting notes 2/28/91, 4/14/92,
4/13/93 and 8/11/94]
Section 10.3 At the 1982 annual meeting of shareholders of
the Corporation, the shareholders shall elect seven directors as
follows: two Class A directors to serve until the 1983 annual
meeting of shareholders, two Class B directors to serve until the
1984 annual meeting of shareholders, two Class C directors to
serve until the 1985 annual meeting of shareholders and one Class
D director to serve until the 1986 annual meeting of
shareholders. Each class shall be elected in a separate
election. At each annual meeting of shareholders thereafter,
successors to the class of directors whose term shall then expire
shall be elected to hold office for a term of four years, so that
the term of office of one class of directors shall expire in each
year.
<PAGE>
Section 10.4 The Board of Directors may declare vacant the
office of a director if he is declared of unsound mind by an
order of court or convicted of felony or for any other proper
cause or if, within thirty days after notice of election, he does
not accept such office either in writing or by attending a
meeting of the Board of Directors.
[Section 10.5 added 3/19/87, and amended added 4/14/87, Sections
10.6, 10.7, 10.8 and 10.9 added 4/14/87, Article 10 amended in
its entirety 9/17/87]
Article 11
VACANCIES ON BOARD OF DIRECTORS
Section 11.1 Vacancies on the Board of Directors, including
vacancies resulting from an increase in the number of directors,
shall be filled by a majority vote of the remaining members of
the Board of Directors, though less than a quorum, and each
person so appointed shall be a director until the expiration of
the term of office of the class of directors to which he was
appointed.
Article 12
POWERS OF BOARD OF DIRECTORS
Section 12.1 The business and affairs of the Corporation
shall be managed by its Board of Directors, which may exercise
all such powers of the Corporation and do all such lawful acts
and things as are not by statute or by the Articles of
Incorporation or by these By-laws directed or required to be
exercised and done by the shareholders.
Section 12.2 The Board of Directors shall have the power
and authority to appoint an Executive Committee and such other
committees as may be deemed necessary by the Board of Directors
for the efficient operation of the Corporation. The Executive
Committee shall consist of the Chairman of the Board, if any, the
President and not less than two nor more than three other
directors (which other directors shall not be employees of the
Corporation or any of its subsidiaries). The Executive Committee
shall meet at such time as may be fixed by the Board of
Directors, or upon call of the Chairman of the Board or the
President. A majority of members of the Executive Committee
shall constitute a quorum. The Executive Committee shall have
and exercise the authority of the Board of Directors in the
intervals between the meetings of the Board of Directors as far
as may be permitted by law.
Article 13
MEETINGS OF THE BOARD OF DIRECTORS
Section 13.1 An organization meeting may be held
immediately following the annual shareholders meeting without the
necessity of notice to the directors to constitute a legally
convened meeting, or the directors may meet at such time and
place as may be fixed by either a notice or waiver of notice or
consent signed by all of such directors.
Section 13.2 Regular meetings of the Board of Directors
shall be held not less often than semi-annually at a time and
place determined by the Board of Directors at the preceding
meeting. One or more directors may participate in any meeting of
the Board of Directors, or of any committee thereof, by means of
a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear
one another.
<PAGE>
Section 13.3 Special meetings of the Board of Directors may
be called by the Chairman of the Board or the President on one
day's notice to each director, either personally or by mail,
telegram or telephone; special meetings shall be called by the
Chairman of the Board or the President in like manner and on like
notice upon the written request of three directors.
Section 13.4 At all meetings of the Board of Directors, a
majority of the directors shall constitute a quorum for the
transaction of business, and the acts of a majority of the
directors present at a meeting in person or by conference
telephone or similar communications equipment at which a quorum
is present in person or by such communications equipment shall be
the acts of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Articles of
Incorporation or by these By-laws. If a quorum shall not be
present in person or by communications equipment at any meeting
of the directors, the directors present may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or as permitted herein.
Article 14
INFORMAL ACTION BY THE BOARD OF DIRECTORS
Section 14.1 If all the directors shall severally or
collectively consent in writing, including but not limited to
telegrams and radiograms, to any action to be taken by the
Corporation, such action shall be as valid a corporate action as
though it had been authorized at a meeting of the Board of
Directors.
Article 15
COMPENSATION OF DIRECTORS
Section 15.1 Directors, as such, may receive a stated
salary for their services or a fixed sum and expenses for
attendance at regular and special meetings, or any combination of
the foregoing as may be determined from time to time by
resolution of the Board of Directors, and nothing contained
herein shall be construed to preclude any director from serving
the Corporation in any other capacity and receiving compensation
therefor.
Article 16
OFFICERS
Section 16.1 The officers of the Corporation shall be
elected by the Board of Directors at its organization meeting and
shall be a President, a Secretary and a Treasurer. At its
option, the Board of Directors may elect a Chairman of the Board.
The Board of Directors may also elect one or more Vice Presidents
and such other officers and appoint such agents as it shall deem
necessary, who shall hold their offices for such terms, have such
authority and perform such duties as may from time to time be
prescribed by the Board of Directors. Any two or more offices
may be held by the same person.
Section 16.2 The compensation of all officers of the
Corporation shall be fixed by the Board of Directors.
Section 16.3 The Board of Directors may remove any officer
or agent elected or appointed, at any time and within the period,
if any, for which such person was elected or employed whenever in
the Board of Directors' judgment it is in the best interests of
the Corporation, and all persons shall be elected and employed
subject to the provisions hereof. If the office of any officer
becomes vacant for any reason, the vacancy shall be filled by the
Board of Directors.
<PAGE>
Article 17
THE CHAIRMAN OF THE BOARD
Section 17.1 The Chairman of the Board shall preside at all
meetings of the shareholders and directors. He shall supervise
the carrying out of the policies adopted or approved by the Board
of Directors. He shall have general executive powers, as well as
the specific powers conferred by these By-laws. He shall also
have and may exercise such further powers and duties as from time
to time may be conferred upon or assigned to him by the Board of
Directors.
Article 18
THE PRESIDENT
Section 18.1 The President shall be the chief executive
officer of the Corporation; shall have general and active
management of the business of the Corporation; shall see that all
orders and resolutions of the Board of Directors are put into
effect, subject, however, to the right of the Board of Directors
to delegate any specific powers, except such as may be by statute
exclusively conferred on the President, to any other officer or
officers of the Corporation; shall execute bonds, mortgages and
other contracts requiring a seal under the seal of the
Corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation. In
the absence or incapacity of the Chairman of the Board, the
President shall preside at meetings of the shareholders and the
directors. If there is no Chairman of the Board, the President
shall have and exercise all powers conferred by these By-laws or
otherwise on the Chairman of the Board.
Article 19
THE VICE PRESIDENT
Section 19.1 The Vice President or, if more than one, the
Vice Presidents in the order established by the Board of
Directors shall, in the absence or incapacity of the President,
exercise all the powers and perform the duties of the President.
The Vice Presidents, respectively, shall also have such other
authority and perform such other duties as may be provided in
these By-laws or as shall be determined by the Board of Directors
or the President. Any Vice President may, in the discretion of
the Board of Directors, be designated as "executive," "senior,"
or by departmental or functional classification.
Article 20
THE SECRETARY
Section 20.1 The Secretary shall attend all meetings of the
Board of Directors and of the shareholders and keep accurate
records thereof in one or more minute books kept for that purpose
and shall perform the duties customarily performed by the
secretary of a corporation and such other duties as may be
assigned to him by the Board of Directors or the President.
<PAGE>
Article 21
THE TREASURER
Section 21.1 The Treasurer shall have the custody of the
corporate funds and securities; shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Corporation and shall perform such other duties as may be
assigned to him by the Board of Directors or the President. He
shall give bond in such sum and with such surety as the Board of
Directors may from time to time direct.
Article 22
ASSISTANT OFFICERS
Section 22.1 Each assistant officer shall assist in the
performance of the duties of the officer to whom he is assistant
and shall perform such duties in the absence of the officer. He
shall perform such additional duties as the Board of Directors,
the President or the officer to whom he is assistant may from
time to time assign him. Such officers may be given such
functional titles as the Board of Directors shall from time to
time determine.
Article 23
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 23.1 The Corporation shall indemnify any director,
officer and/or employee, or any former director, officer and/or
employee, who was or is a party to, or is threatened to be made a
party to, or who is called as a witness in connection with, any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation) by reason
of the fact that such person is or was a director, officer and/or
employee of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
Section 23.2 The Corporation shall indemnify any director,
officer and/or employee, who was or is a party to, or is
threatened to be made a party to, or who is called as a witness
in connection with, any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person is
or was a director, officer and/or employee of the Corporation, or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
amounts paid in settlement and expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with
the defense or settlement of, or serving as a witness in, such
action or suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation and except that no indemnification
shall be made in respect of any such claim, issue or matter as to
which such person shall have been adjudged to be liable for
misconduct in the performance of his duty to the Corporation.
<PAGE>
Section 23.3 Except as may be otherwise ordered by a court,
there shall be a presumption that any director, officer and/or
employee is entitled to indemnification as provided in Sections
23.1 and 23.2 of this Article unless either a majority of the
directors who are not involved in such proceedings
("disinterested directors") or, if there are less than three
disinterested directors,then the holders of one-third of the
outstanding shares of the Corporation determine that the person
is not entitled to such presumption by certifying such
determination in writing to the Secretary of the Corporation. In
such event the disinterested director(s) or, in the event of
certification by shareholders, the Secretary of the Corporation
shall request of independent counsel, who may be the outside
general counsel of the Corporation, a written opinion as to
whether or not the parties involved are entitled to
indemnification under Sections 23.1 and 23.2 of this Article.
Section 23.4 Expenses incurred 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 as authorized in the manner provided under
Section 23.3 of this Article upon receipt of an undertaking by or
on behalf of the director, officer and/or employee to repay such
amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation as authorized in
this Article.
Section 23.5 The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under any
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity while
serving as a director, officer and/or employee 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 and/or
employee and shall inure to the benefit of the heirs and personal
representatives of such a person.
Article 24
SHARE CERTIFICATES
Section 24.1 The share certificates of the Corporation
shall be numbered and registered in a share register as they are
issued; shall bear the name of the registered holder, the number
and class of shares represented thereby, the par value of each
share or a statement that such shares are without par value, as
the case may be; shall be signed by the President or a Vice
President and the Secretary or the Treasurer or any other person
properly authorized by the Board of Directors, and shall bear the
corporate seal, which seal may be a facsimile engraved or
printed. Where the certificate is signed by a transfer agent or
a registrar, the signature of any corporate officer on such
certificate may be a facsimile engraved or printed. In case any
officer who has signed, or whose facsimile signature has been
placed upon, any share certificate shall have ceased to be such
officer because of death, resignation or otherwise before the
certificate is issued, it may be issued by the Corporation with
the same effect as if the officer had not ceased to be such at
the date of its issue.
Article 25
TRANSFER OF SHARES
Section 25.1 Upon surrender to the Corporation of a share
certificate duly endorsed by the person named in the certificate
or by attorney duly appointed in writing and accompanied where
necessary by proper evidence of succession, assignment or
authority to transfer, a new certificate shall be issued to the
person entitled thereto and the old certificate cancelled and the
transfer recorded upon the share register of the Corporation. No
transfer shall be made if it would be inconsistent with the
provisions of Article 8 of the Pennsylvania Uniform Commercial
Code.
<PAGE>
Article 26
LOST CERTIFICATES
Section 26.1 Where a shareholder of the Corporation alleges
the loss, theft or destruction of one or more certificates for
shares of the Corporation and requests the issuance of a
substitute certificate therefor, the Board of Directors may
direct a new certificate of the same tenor and for the same
number of shares to be issued to such person upon such person's
making of an affidavit in form satisfactory to the Board of
Directors setting forth the facts in connection therewith,
provided that prior to the receipt of such request the
Corporation shall not have either registered a transfer of such
certificate or received notice that such certificate has been
acquired by a bona fide purchaser. When authorizing such issue
of a new certificate the Board of Directors may, in its
discretion and as condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate,
or his heirs or legal representatives, as the case may be, to
advertise the same in such manner as it shall require and/or give
the Corporation a bond in such form and sum and with surety or
sureties, with fixed or open penalty, as shall be satisfactory to
the Board of Directors, as indemnity for any liability or expense
which it may incur by reason of the original certificate
remaining outstanding.
Article 27
DIVIDENDS
Section 27.1 The Board of Directors may, from time to time,
at any duly convened regular or special meeting or by unanimous
consent in writing, declare and pay dividends upon the
outstanding shares of capital stock of the Corporation in cash,
property or shares of the Corporation, as long as any dividend
shall not be in violation of law or the Articles of
Incorporation.
Section 27.2 Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board of Directors from time to
time, in their absolute discretion, think proper as a reserve
fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for
such other purposes as the Board of Directors shall believe to be
for the best interests of the Corporation, and the Board of
Directors may reduce or abolish any such reserve in the manner in
which it was created.
Article 28
FINANCIAL REPORT TO SHAREHOLDERS
Section 28.1 The President and the Board of Directors shall
present at each annual meeting of the shareholders a full and
complete statement of the business and affairs of the Corporation
for the preceding year.
Article 29
INSTRUMENTS
Section 29.1 All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or
such other person or persons as the President or the Board of
Directors may from time to time designate.
<PAGE>
Section 29.2 All agreements, indentures, mortgages, deeds,
conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions,
schedules, accounts, affidavits, bonds, undertakings, proxies and
other instruments and documents may be signed, executed,
acknowledged, verified, delivered or accepted, including those in
connection with the fiduciary powers of the Corporation, on
behalf of the Corporation by the President or other persons as
may be designated by him.
Article 30
FISCAL YEAR
Section 30.1 The fiscal year of the Corporation shall be
the calendar year.
Article 31
SEAL
Section 31.1 The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization
and the words "Corporate Seal, Pennsylvania." Said seal may be
used by causing it or a facsimile thereof to be impressed or
affixed or in any manner reproduced.
Article 32
NOTICES AND WAIVERS THEREOF
Section 32.1 Whenever, under the provisions of applicable
law or of the Articles of Incorporation or of these By-laws,
written notice is required to be given to any person, it may be
given to such person either personally or by sending a copy
thereof through the mail or by telegram, charges prepaid, to his
address appearing on the books of the Corporation or supplied by
him to the Corporation for the purpose of notice. If the notice
is sent by mail or telegraph, it shall be deemed to have been
given to the person entitled thereto when deposited in the United
States mail or with a telegraph office for transmission to such
person. Such notice shall specify the place, day, and hour of
the meeting and, in the case of a special meeting of
shareholders, the general nature of the business to be
transacted.
Section 32.2 Any written notice required to be given to any
person may be waived in writing signed by the person entitled to
such notice whether before or after the time stated therein.
Attendance of any person entitled to notice, whether in person or
by proxy, at any meeting shall constitute a waiver of notice of
such meeting, except where any person attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened. Where
written notice is required of any meeting, the waiver thereof
must specify the purpose only if it is for a special meeting of
shareholders.
<PAGE>
Article 33
AMENDMENTS
Section 33.1 These By-laws may be altered, amended or
repealed by the affirmative vote of the holders of eighty percent
of the outstanding shares of Common Stock at any regular or
special meeting duly convened after notice to the shareholders of
that purpose, or by a majority vote of the members of the Board
of Directors at any regular or special meeting thereof duly
convened after notice to the directors of that purpose, subject
always to the power of the shareholders to change such action of
the Board of Directors by the affirmative vote of the holders or
eighty percent of the outstanding shares of Common Stock.
[Article 34 added 7/19/90]
<PAGE>
AMENDMENTS TO
HARLEYSVILLE NATIONAL CORPORATION
BY-LAWS
<PAGE>
HARLEYSVILLE NATIONAL
CORPORATION
Harleysville, PA 19438-0195
(215) 256-8851
Walter E. Daller, Jr.
President
Secretary's Certificate
1. I hereby certify that I am Secretary of Harleysville
National Corporation located in Harleysville, State of
Pennsylvania, and that I have been duly appointed and am
presently serving in that capacity in accordance with the by-laws
of said corporation.
2. I further certify that at a meeting of the directors of
Harleysville National Corporation held on December 15, 1983, the
following resolution was duly adopted by a majority of the
directors present:
RESOLVED, That Article 2 - Section 2.2 of the By-Laws of
Harleysville National Corporation is hereby amended as follows:
The annual meeting of the shareholders shall be held on the
second Tuesday in April in each year if not a legal holiday, and
if a legal holiday, then on the next full business day, when they
shall elect a Board of Directors and transact such other business
as may properly be brought before the meeting.
The foregoing resolution is presently in full force and
effect and has not been revoked or rescinded as of the date
hereof.
In witness hereof I have hereupon set the seal of this
corporation this 15th day of December, 1983.
/s/ Eileen F. Kratz
_____________________________
Eileen F. Kratz, Secretary
<PAGE>
HARLEYSVILLE NATIONAL
CORPORATION
Harleysville, PA 19438-0195
(215) 256-8851
Walter E. Daller, Jr.
President
Secretary's Certificate
1. I hereby certify that I am Secretary of Harleysville
National Corporation located in Harleysville, State of
Pennsylvania, and that I have been duly appointed and am
presently serving in that capacity in accordance with the by-laws
of said corporation.
2. I further certify that at a meeting of the directors of
Harleysville National Corporation held on March 19, 1987, the
following resolution was duly adopted by a majority of the
directors present:
RESOLVED, That Article 10 - section 10.5 Of the By-Laws of
Harleysville National Corporation is as follows:
The Board of Directors may appoint any individual as
Director Emeritus of this Corporation for not in excess of one
year. The individual so appointed may be compensated for each
meeting attended but shall have no responsibility or be subject
to any liability in connection with any act or omission relating
to his position as Director Emeritus. Such Director Emeritus
shall have the right but not the obligation to attend the
Directors' meetings and to advise and consult with the Directors
as requested by them. He shall have no right to vote at any
meeting of the Board of Directors. He shall not be counted in
determining a quorum and his action shall not be necessary in
order to constitute the valid transaction of any business by the
Board of Directors.
The foregoing resolution is presently in full force and
effect and has not been revoked or rescinded as of the date
hereof.
In witness hereof I have hereupon set the seal of this
corporation this 19th day of March, 1987.
/s/ Eileen F. Kratz
__________________________
Eileen F. Kratz, Secretary
<PAGE>
HARLEYSVILLE NATIONAL
CORPORATION
Harleysville, PA 19438-0195
(215) 256-8851
Walter E. Daller, Jr.
President
Secretary's Certificate
1. I hereby certify that I am Secretary of Harleysville
National Corporation located in Harleysville, State of
Pennsylvania, and that I have been duly appointed and am
presently serving in that capacity in accordance with the by-laws
of said corporation.
2. I further certify that at the Annual Meeting of Shareholders
of Harleysville National Corporation held on April 14, 1987, the
following resolutions were duly adopted by a majority of the
number of shares represented at the Annual Meeting in person or
by proxy:
RESOLVED, That Article 10 - Section 10.5, 10.6, 10.7, 10.8
and 10.9 of the By-Laws of Harleysville National Corporation are
as follows:
Section 10.5 A director of the Corporation shall stand in a
fiduciary relation to the Corporation and shall perform his
duties as a director, including his duties as a member of any
committee of the Board of Directors upon which he may serve, in
good faith, in a manner he reasonably believes to be in the best
interests of the Corporation, and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances. In performing
his duties, a director shall be entitled to rely in good faith on
information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or
presented by any of the following:
(a) One or more officers or employees of the Corporation
whom the director reasonably believes to be reliable and
competent in the matters presented.
(b) Counsel, public accountants or other persons as to
matters which the director reasonably believes to be within the
professional or expert competence of such persons.
(c) A committee of the Board of Directors upon which he
does not serve, duly designated in accordance with law, as to
matters within its designated authority,
<PAGE>
which committee the director reasonably believes to merit
confidence.
A director shall not be considered to be acting in good faith if
he has knowledge concerning the matter in question that would
cause his reliance to be unwarranted.
Section 10.6 In discharging the duties of their respective
positions, the Board of Directors, committees of the Board of
Directors and individual directors may, in considering the best
interests of the Corporation, consider the effects of any action
upon employees, upon suppliers and customers of the Corporation
and upon communities in which offices or other establishments of
the Corporation are located, and all other pertinent factors.
The consideration of these factors shall not constitute a
violation of Section 10.5 hereof.
Section 10.7 Absent breach of fiduciary duty, lack of good
faith or self-dealing, any action taken as a director or any
failure to take any action as a director shall be presumed to be
in the best interests of the Corporation.
Section 10.8 A director of the Corporation shall not be
personally liable for monetary damages as such for any action
taken, or any failure to take any action, unless:
(1) the director has breached or failed to perform the
duties of his office under Sections 10.5 through 10.7 hereof; and
(2) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.
Section 10.9 The provisions of Section 10.8 hereof shall
not apply to:
(1) the responsibility or liability of a director pursuant
to any criminal statute; or
(2) the liability of a director for the payment of taxes
pursuant to local, state or federal law.
The foregoing resolutions are presently in full force and
effect and have not been revoked or rescinded as of the date
hereof.
In witness hereof I have hereupon set the seal of this
corporation this 14th day of April, 1987.
/s/ Eileen F. Kratz
____________________________
Eileen F. Kratz, Secretary
<PAGE>
HARLEYSVILLE NATIONAL
CORPORATION
Harleysville, PA 19438-0195
(215) 256-8851
Walter E. Daller, Jr.
President
Secretary's Certificate
1. I hereby certify that I am Secretary of Harleysville
National Corporation located in Harleysville, State of
Pennsylvania, and that I have been duly appointed and am
presently serving in that capacity in accordance with the by-laws
of said corporation.
2. I further certify that at a meeting of the directors of
Harleysville National Corporation held on September 17, 1987, the
following resolution was duly adopted by a majority of the
directors present:
RESOLVED, that Article 10 of the By-laws of Harleysville
National Corporation is revised and amended as follows:
Section 10.1 Any shareholder who intends to nominate or to
cause to have nominated any candidate for election to the Board
of Directors (other than any candidate proposed by the
Corporation's then existing Board of Directors) shall so notify
the Secretary of the Corporation in writing not less than 45 days
prior to the date of any meeting of shareholders called for the
election of directors. Such notification shall contain the
following information to the extent known by the notifying
shareholder:
(a) the name and address of each proposed nominee;
(b) the age of each proposed nominee;
(c) the principal occupation of each proposed nominee;
(d) the number of shares of the Corporation owned by each
proposed nominee;
(e) the total number of shares that to the knowledge of the
notifying shareholder will be voted for each proposed nominee;
(f) the name and residence address of the notifying
shareholder; and
(g) the number of shares of the Corporation owned by the
notifying shareholder.
<PAGE>
Any nomination for director not made in accordance with this
Section shall be disregarded by the chairman of the meeting, and
votes cast for each such nominee shall be disregarded by the
judges of election. In the event that the same person is
nominated by more than one shareholder, if at least one
nomination for such person complies with this Section, the
nomination shall be honored and all votes cast for such nominee
shall be counted.
Section 10.2 The number of directors that shall constitute
the whole Board of Directors shall be not less than five nor more
than twenty-five. The Board of Directors is classified into four
classes, Class A, Class B, Class C and Class D. At each annual
meeting of shareholders, successors to the class of directors
whose term shall then expire shall be elected to hold office for
a term of four years. Within the foregoing limits, the Board of
Directors may from time to time fix the number of directors and
their respective classifications. The directors shall be natural
persons of full age and need not be residents of Pennsylvania or
shareholders of the Corporation.
Section 10.3 No person who is 72 years of age or older
shall be elected, or shall serve, as a director of the
Corporation. Any director who attains age 72 during his term of
office shall resign as a director effective as of the date of his
72nd birthday. The Board of Directors shall have the right to
appoint any person who has resigned as a director by reason of
attaining age 72 as a director emeritus for a term, to be
determined in the discretion of the Board of Directors, of one,
two or three years. No person who is 75 years of age or older
shall be elected, or shall serve, as a director emeritus of the
Corporation. A person so appointed as director emeritus may be
compensated for each meeting attended but shall have no
responsibility or be subject to any liability in connection with
any act or omission relating to his position as director
emeritus. Such director emeritus shall have the right but not
the obligation to attend the directors' meetings and to advise
and consult with the directors as requested by them. He shall
have no right to vote at any meeting of the Board of Directors.
He shall not be counted in determining a quorum and his action
shall not be necessary in order to constitute the valid
transaction of any business by the Board of Directors. This
director emeritus provision shall not be applicable to Ernest M.
Delp and Ernest R. Clemens.
Section 10.4 The Board of Directors may declare vacant the
office of a director if he is declared of unsound mind by an
order of court or convicted of felony or for any other proper
cause or if, within thirty days after notice of election, he does
not accept such office either in writing or by attending a
meeting of the Board of Directors.
Section 10.5 A director of the Corporation shall stand in a
fiduciary relation to the Corporation and shall perform
<PAGE>
his duties as a director, including his duties as a member of any
committee of the Board of Directors upon which he may serve, in
good faith, in a manner he reasonably believes to be in the best
interests of the Corporation, and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances. In performing
his duties, a director shall be entitled to rely in good faith on
information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or
presented by any of the following:
(a) One or more officers or employees of the Corporation
whom the director reasonably believes to be reliable and
competent in the matters presented.
(b) Counsel, public accountants or other persons as to
matters which the director reasonably believes to be within the
professional or expert competence of such persons.
(c) A committee of the Board of Directors upon which he
does not serve, duly designated in accordance with law, as to
matters within its designated authority, which committee the
director reasonably believes to merit confidence.
A director shall not be considered to be acting in good
faith if he has knowledge concerning the matter in question that
would cause his reliance to be unwarranted.
Section 10.6. In discharging the duties of their respective
positions, the Board of Directors, committees of the Board of
Directors and individual directors may, in considering the best
interests of the Corporation, consider the effects of any action
upon employees, upon suppliers and customers of the Corporation
and upon communities in which offices or other establishments of
the Corporation are located, and all other pertinent factors.
The consideration of these factors shall not constitute a
violation of Section 10.5 hereof.
Section 10.7. Absent breach of fiduciary duty, lack of good
faith or self-dealing, any action taken as a director or any
failure to take any action as a director shall be presumed to be
in the best interests of the Corporation.
Section 10.8. A director of the Corporation shall not be
personally liable for monetary damages as such for any action
taken, or any failure to take any action, unless:
(1) the director has breached or failed to perform the
duties of his office under Sections 10.5 through 10.7 hereof; and
<PAGE>
(2) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.
Section 10.9. The provisions of Section 10.8 hereof shall
not apply to:
(1) the responsibility or liability of a director pursuant
to any criminal statue; or
(2) the liability of a director for the payment of taxes
pursuant to local, state or federal law.
The foregoing resolutions are presently in full force and
effect and have not been revoked or rescinded as of the date
hereof.
In witness hereof I have hereupon set the seal of this
corporation this 17th day of September, 1987.
/s/ Eileen F. Kratz
______________________________
Eileen F. Kratz
<PAGE>
HARLEYSVILLE NATIONAL
CORPORATION
Harleysville, PA 19438-0195
(215) 256-8851
Walter E. Daller, Jr.
President
Secretary's Certificate
I hereby certify that I am Secretary of Harleysville
National Corporation located in Harleysville, State of
Pennsylvania, and that I have been duly appointed and am
presently serving in that capacity in accordance with the by-laws
of said corporation.
I further certify that at a meeting of the directors of
Harleysville National Corporation held on July 19, 1990, the
following resolution was duly adopted by a majority of the
directors present:
RESOLVED, that Article 34 be added to the By-laws of
Harleysville National Corporation as follows:
Article 34
OPT OUT AND NON-APPLICABILITY
OF SUBCHAPTER G AND SUBCHAPTER H OF CHAPTER 25
OF THE PENNSYLVANIA BUSINESS CORPORATION LAW OF 1988,
AS ADDED AND AMENDED BY ACT 36 OF 1990
Section 34.1. This Corporation specifically opts out and
shall not be governed by Subchapter G, Control-share
Acquisitions, and Subchapter H, Disgorgement of Certain
Controlling Shareholders Following Attempts to Acquire Control,
of Chapter 25 of the Pennsylvania Business Corporation Law of
1988, as added and amended by Act 36 of 1990. Subchapter G,
Control-share Acquisitions, and Subchapter H, Disgorgement by
Certain Controlling Shareholders Following Attempts to Acquire
Control, of Chapter 25 of the Business Corporation Law of 1988,
as added and amended by Act 36 of 1990, shall not be applicable
to the Corporation.
The foregoing resolution is presently in full force and
effect and has not been revoked or rescinded as of the date
hereof.
In witness hereof I have hereupon set the seal of this
corporation this 19th day of July, 1990.
/s/ Eileen F. Kratz
____________________________
Eileen F. Kratz, Secretary
<PAGE>
HARLEYSVILLE NATIONAL CORPORATION
Secretary's Certificate
1. I hereby certify that I am Secretary of Harleysville
National Corporation located in Harleysville, Commonwealth of
Pennsylvania, and that I have been duly appointed and am
presently serving in that capacity in accordance with the By-laws
of said corporation.
2. I further certify that at a meeting of the directors of
Harleysville National Corporation held on February 8, 1996, the
following resolution was duly adopted by a majority of the
directors present:
RESOLVED, that pursuant to Article 2 - Section 2.2 of the
By-laws, as amended, of Harleysville National Corporation is
amended and restated to read in full and in its entirety as
follows:
Section 2.2. The annual meeting of shareholders shall
be held no later than the thirty-first (31st) day of May in
each year, when the shareholders shall elect a Board of
Directors and transact such other business as may properly
be brought before the meeting.
The foregoing resolution is presently in full force and
effect and has not been revoked or rescinded as of the date
hereof.
In witness hereof I hereupon set the seal of this
corporation this 6th day of March, 1996.
/s/ JoAnn M. Bynon
________________________________
JoAnn M. Bynon, Secretary
EXHIBIT 4C
Harleysville National Corporation Stock Bonus Plan
(Included in Exhibit 99A)
EXHIBIT 5
Opinion of Shumaker Williams, P.C.
<PAGE>
SHUMAKER WILLIAMS, P.C.
3425 Simpson Ferry Road
Camp Hill, Pennsylvania 17011
(717) 763-1121
December 12, 1996
Walter E. Daller, Jr.
President and CEO
HARLEYSVILLE NATIONAL CORPORATION
483 Main Street
Harleysville, Pennsylvania 19438
Re: HARLEYSVILLE NATIONAL CORPORATION (the "Corporation")
Registration Statement Form S-8
Our File No. 343-96
Dear Mr. Daller:
In connection with the above-referenced registration
statement on Form S-8 pertaining to the Harleysville National
Corporation Stock Bonus Plan ("Plan"), we have acted as Special
Corporate Counsel to the corporation and have examined all
documents, transactions and questions of law which we deem
necessary and appropriate for purposes of rendering the following
opinion.
Based on our examination, it is our opinion that when the
registration statement on Form S-8 is filed and becomes effective
under the Securities Act of 1933, those shares of $1.00 par value
of common stock of the Corporation issued or distributed
thereunder and paid for in accordance with the terms of the Plan,
will be duly authorized, validly issued, fully-paid and
nonassessable.
We hereby consent to the use of this opinion as an exhibit
to the registration statement on Form S-8.
SHUMAKER WILLIAMS, P.C.
By /s/ Nicholas Bybel, Jr.
-------------------------
Nicholas Bybel, Jr.
NB/tb:65804
EXHIBIT 23A
Consent of Grant Thornton LLP
<PAGE>
Consent of Independent Certified Public Accountants
---------------------------------------------------
We have issued our report dated January 12, 1996 accompanying the
consolidated financial statements of Harleysville National
Corporation and Subsidiaries appearing in the 1995 Annual Report
of the Company to its shareholders on Form 10-K for the year
ended December 31, 1995 which is incorporated by reference in
this Registration Statement. We consent to the incorporation by
reference in the Registration Statement of the aforementioned
report.
/s/ Grant Thornton LLP
- ----------------------
Grant Thornton LLP
Philadelphia, Pennsylvania
December 10, 1996
EXHIBIT 23B
Consent of KPMG Peat Marwick
<PAGE>
[Logo]
KPMG PEAT MARWICK LLP
1600 Market Street
Philadelphia, PA 19103-7212
Consent of Certified Public Accountants
Re: Registration Statement on Form S-8
We consent to the incorporation by reference in the above listed
registration statement of Harleysville National Corporation (the
Company) of our report dated January 31, 1995 related to the
consolidated balance sheets of Harleysville National Corporation
and its subsidiaries as of December 31, 1994 and the related
consolidated statements of income, shareholders' equity and cash
flows for each of the years in the two-year period then ended,
which report appears in the December 31, 1995 Form 10-K of
Harleysville National Corporation. Our report contains an
explanatory paragraph which discusses that the Company changed
its method of accounting for investments in 1994 and income taxes
in 1993.
/s/ KPMG Peat Marwick LLP
- -------------------------
KPMG Peat Marwick LLP
December 10, 1996
Philadelphia, Pennsylvania
EXHIBIT 23C
Consent of Shumaker Williams, P. C.
(included in Exhibit 5)
EXHIBIT 24
Power of Attorney of Directors and Officers
(included on Signature Page)
EXHIBIT 99A
Harleysville National Corporation Stock Bonus Plan
<PAGE>
HARLEYSVILLE NATIONAL CORPORATION
STOCK BONUS PLAN
WHEREAS, Harleysville National Corporation ("HNC") desires
to promote in its employees and the employees of its subsidiaries
("Employees") the strongest interest in the successful operation
of the business, loyalty to HNC and its subsidiaries
(collectively, HNC), and increased efficiency in their work;
WHEREAS, HNC desires to provide a vehicle for Employees to
share in the successful enterprise of HNC's business; and
WHEREAS, the form of this Stock Bonus Plan was approved,
adopted, ratified and confirmed by the Board of Directors of HNC
at a duly called and convened meeting on November 14, 1996;
NOW, THEREFORE, in consideration for the premises and of the
covenants herein contained, it is hereby agreed by HNC as
follows:
1. Term. The Plan shall be deemed effective as of November
14, 1996, or the date on which the shares to be issued under the
Plan have been duly registered under the Securities Act of 1933,
as amended ("1933 Act"), whichever occurs later, and shall
continue in effect until all stock under the Plan has been issued
or the Board of Directors, at its sole discretion, terminates the
Plan.
2. Stock. The shares of stock that may be issued under the
Plan shall not exceed, in the aggregate, Twenty Thousand (20,000)
shares of HNC's common stock, par value $1.00 per share
("Stock"). In addition, the aggregate amount of Stock under the
Plan may be adjusted pursuant to paragraph 5. Such shares of
Stock may be either authorized and unissued shares of Stock, or
authorized shares of Stock issued by HNC and subsequently
reacquired by it as treasury stock. Under no circumstances shall
any fractional shares of Stock be issued under the Plan.
3. Committee. The Plan shall be administered by a
committee comprised of the members of the Compensation Committee
of HNC which such committee is composed entirely of non-employee
directors. The Committee shall be vested with full authority to
grant Awards under the Plan, to adopt, amend, and rescind such
rules, regulations and procedures as it deems necessary or
desirable to administer the Plan, to interpret the provisions of
the Plan, and to make all other determinations necessary in
connection with the administration of the Plan. Any
determination, decision or action of the Committee in connection
with the construction, interpretation, administration or
application of the Plan shall be final, conclusive and binding.
No member of the Committee shall be liable for any determination,
decision or action made in good faith with respect to the Plan or
any Award granted under the Plan.
<PAGE>
4. Eligibility. Awards under the Plan may be made, at the
discretion of the Committee, to any employee of HNC and/or its
subsidiaries ("Employees").
5. Adjustments. In the event of any change in the number
of issued and outstanding shares of Stock which results from a
stock split, reverse stock split, payment of a stock dividend or
any other change in the capital structure of HNC, the Committee
shall proportionately adjust the maximum number of shares to be
awarded under the Plan.
6. Awards. In November of every year, the Committee shall
determine the amount of Stock, if any, to be awarded under the
Plan for the then current fiscal year ("Awards"). The
determination shall be based on a variety of criteria as
determined from time to time by the Committee. Such criteria may
include, but is not limited to service, tenure, loyalty, or other
subjective criteria. Once the amount is determined, the Awards
shall be granted to Employees by the end of the then current
fiscal year. The amount of Awards, and whether or not Awards
shall be granted, in any given fiscal year shall be determined at
the sole discretion of the Committee. HNC is under no obligation
to grant Awards under the Plan at any time.
7. Effect on Employment. The grant of an Award under the
Plan shall not be construed as giving the recipient thereof the
right to be retained in the employ of HNC or any of its
subsidiaries. Neither the adoption of the Plan, its operation,
nor any documents describing or referring to the Plan, shall in
any way affect any right and power of HNC to terminate the
employment of any Employee at any time with or without assigning
a reason thereof.
8. Indemnification. With respect to liabilities arising
under or relating to the Plan, HNC shall indemnify each member of
the Committee and each other officer or employee of HNC to whom
any duty or power relating to the Plan may be allocated or
delegated, to the fullest extent permitted under the laws of the
Commonwealth of Pennsylvania and the Articles of Incorporation
and Bylaws of HNC.
9. Governing Law. All questions pertaining to the
construction, validity and effect of the provisions of the Plan
and the rights of all persons hereunder shall be governed by the
laws of the Commonwealth of Pennsylvania.
10. Rules of Construction. Headings are given to the
sections of the Plan solely as a convenience to facilitate
reference.
---------
END
---------
EXHIBIT 99B
Letter to Employees Announcing Existence
of Harleysville National Corporation Stock Bonus Plan
<PAGE>
HARLEYSVILLE NATIONAL CORPORATION
Harleysville, PA 19438-0195
(215) 256-8851
December 24, 1996
EMPLOYEE NAME
BRANCH/DEPARTMENT
The Board of Directors of Harleysville National Corporation
("HNC"), in celebration of reaching our Billion Dollar milestone,
has approved the distribution of a special Stock Bonus to all
full and part-time employees.
Enclosed you will find your HNC stock certificate for ___
shares of HNC common stock, registered as follows:
EMPLOYEE NAME
JOINT REGISTRANT -- TYPE
For those of you who are first time shareholders, please be
aware that HNC is publicly traded in the over-the counter market
(NASDAQ National Market System); the ticker symbol is HNBC.
Depending on the newspaper you subscribe to, it may appear
alphabetically as HARLYSVLNTL or HRLYNT, but it will only appear
on the days when purchases or sales of stock occur.
Unless you presently participate in the Dividend
Reinvestment and Stock Purchase Plan, your dividends will be
directly deposited into either your savings or checking account.
An Authorization Form for Direct Deposit of Dividends is enclosed
for your convenience. Please complete, sign and return this form
to Shareholder Services as soon as possible, but no later than
January 15, 1997.
Any questions you may have regarding the registration of
your certificate, purchasing or selling HNC stock, or
participation in the Dividend Reinvestment and Stock Purchase
Plan may be directed to our Shareholder Services Department --
Liz Chemnitz, ext. 312; Debbie Kirk, ext. 326; or Sheila
Woodruff, ext. 347.
This special Stock Bonus is provided pursuant to a Stock
Bonus Plan (the "Plan") which is attached for your reference.
Further, HNC's periodic and current reports and financial
statements required to be filed with the Securities and Exchange
Commission are on file with Liz Chemnitz, Shareholder Services
Department of HNC, and may be reviewed by an employee who is the
recipient of a Stock Bonus. HNC stock awarded under the Plan has
been registered under the Securities Act of 1933, as amended.
All transactions of shares received by any Employee must be in
compliance with all federal and state securities laws. Please
also remember that no Employee should trade in HNC stock if he or
she has confidential information regarding HNC.
I personally want to thank each one of you for a job well
done! Our Billion Dollar accomplishment would not have been
possible without your efforts.
Happy Holidays,
/s/ Walter E. Daller, Jr.
-------------------------
Walter E. Daller, Jr.
President and
Chief Executive Officer
Enclosures
P.S. - Please remember that your payroll statement of 12/ /96
will include an extra $_____ for full-time employees, and $____
for part-time employees to offset the taxes for this stock bonus.
