SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
December 2, 1999
Date of Report (Date of earliest event reported)
FRANKLIN FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 0-12126 23-1444083
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Ident. No.)
20 South Main Street, Chambersburg, PA 17201
(Address of principal executive office) (Zip Code)
(717) 264-6116
Registrant's telephone number, including area code
N/A
(Former name or former address, if changes since last report)
Item 5. Other Events.
On December 2, 1999 the Registrant amended its bylaws, as
follows:
Section 2.4 (relating to the business to be conducted at
meetings of the shareholders, including shareholder
proposals) was amended to conform with the notice
requirements of SEC Rule 14a-8 and provides, among other
things, that a shareholder who wishes to present a proposal
at a regularly scheduled annual meeting must give written
notice of the proposal to the Registrant not less than 120
days nor more than 150 days prior to the anniversary date
of the proxy statement prepared by the Registrant in
connection with its immediately preceding annual meeting.
Section 3.5 (relating to the nomination of candidates for
election to the Board of Directors) was amended to provide,
among other things, that a shareholder who wishes to
nominate a candidate for election to the Board of Directors
must give written notice of the proposed nomination to the
Registrant not less than 90 days nor more than 120 days
prior to the anniversary date of the Registrant's
immediately preceding annual meeting.
A copy of the Registrant's bylaws, as amended is filed as
an Exhibit herewith.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
The following exhibits are filed herewith:
Number Description Page Number
3(i) Bylaws of Franklin Financial 3
Services Corporation, as amended on
December 2, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
FRANKLIN FINANCIAL SERVICES
CORPORATION
By: /s/ William E. Snell, Jr.
William E. Snell, Jr.
President and Chief Executive
Officer
Dated: December 2, 1999
EXHIBIT 99
Bylaws of Franklin Financial Services Corporation, as
amended on December 2, 1999
FRANKLIN FINANCIAL SERVICES CORPORATION
BY-LAWS
Adopted June 8, 1983
Amended May 22, 1986
Amended February 26, 1987
Effective April 28, 1987
Amended July 26, 1990
Amended December 2, 1999
ARTICLE I - OFFICE
Section 1.1. Registered Office. The registered office
of the Corporation shall be located within the Commonwealth of
Pennsylvania, at 20 South Main Street, Chambersburg,
Pennsylvania.
Section 1.2. Other Offices. The Corporation may also
have offices at such other places within or without the
Commonwealth of Pennsylvania, as the Board of Directors may,
from time to time, determine.
ARTICLE II - SHAREHOLDERS' MEETINGS
Section 2.1. Place of Shareholders' Meetings.
Meetings of shareholders shall be held at such places within or
without the Commonwealth of Pennsylvania as may be fixed by the
Board of Directors, from time to time.
Section 2.2 Annual Meeting. A meeting of the
shareholders of the Corporation shall be held in each calendar
year, on such date and at such time as the Board of Directors
may determine, or if the Board of Directors fails to set a date
and time, on the last Tuesday in April at 10 o'clock a.m., if
not a legal holiday, and if such day is a legal holiday, then
such meeting shall be held on the next business day.
At such annual meeting, there shall be held an election of
Directors.
Section 2.3. Special Meetings. Special meetings of
the shareholders may be called at any time:
(a) Chairman or President. By the Chairman of
the Board or the President of the Corporation; or
(b) Board of Directors. By a majority of the
Board of Directors; or
(c) Shareholders. By shareholders entitled to
cast at least one-third of the votes which all shareholders are
entitled to cast at the meeting.
Upon the written request of any person or persons
entitled to call a special meeting, which request shall set
forth the purpose for which the meeting is desired, it shall be
the duty of the Secretary to fix the date of such meeting to be
held at such time, not less than ten (10) nor more than sixty
(60) days after the receipt of such request, as the Secretary
may determine, and to give due notice thereof. If the Secretary
shall neglect or refuse to fix the date of such meeting and to
give notice thereof within ten (10) days after receipt of such
request, the person or persons calling the meeting may do so.
Section 2.4. Business at Meetings of Shareholders.
(a) General Rule. Except as otherwise provided
by law or in these By-laws, or except as permitted by the
chairman of the meeting in the exercise of such officer's sole
discretion in any specific instance, the business which shall be
voted upon or discussed at any annual or special meeting of the
shareholders shall be limited to the following: (i) matters
specified in the written notice of the meeting (or any
supplement thereto) given by the Corporation, (ii) matters
brought before the meeting at the direction of the Board of
Directors, (iii) matters brought before the meeting by the
chairman of the meeting, unless a majority of the directors then
in office object to such business being conducted at such
meeting, or (iv) in the case of an annual meeting of
shareholders, matters specified in a written notice given to the
Corporation in accordance with all of the requirements set forth
below by or on behalf of a shareholder who was a shareholder of
record on the record date for such meeting and who continues to
be entitled to vote at such meeting (a "Shareholder Notice").
(b) Shareholder Notice. A Shareholder Notice
must be delivered to, or mailed and received at, the principal
executive offices of the Corporation addressed to the attention
of the President: (i) in the case of an annual meeting that is
called for a date that is within 30 days before or after the
anniversary date of the immediately preceding annual meeting of
shareholders, not less than 120 days nor more than 150 days
prior to the anniversary date of the proxy statement prepared by
the Corporation in connection with the immediately preceding
annual meeting of shareholders; provided, however, that a
proposal submitted by shareholder for inclusion in the
Corporation's proxy statement for an annual meeting which is
appropriate for inclusion therein and otherwise complies with
Securities Exchange Act of 1934 Rule 14a-8 (including all
requirements as to timeliness), or any successor to such Rule,
shall be deemed to have also been submitted timely pursuant to
these Bylaws, and (ii) in the case of an annual meeting that is
called for a date that is not within 30 days before or after the
anniversary date of the immediately preceding annual meeting,
not later than the close of business on the fifth day following
the earlier of the day on which notice of the date of the
meeting was mailed or public disclosure of the meeting date was
made. Each such Shareholder Notice must set forth: (A) the
name and address of the shareholder who intends to bring the
business before the annual meeting (the "Proposing
Shareholder"), (B) the name and address of the beneficial owner,
if different than the Proposing Shareholder, of any of the
shares owned of record by the Proposing Shareholder (the
"Beneficial Owner"), (C) the number of shares of each class and
series of shares of the Corporation which are owned of record
and beneficially by the Proposing Shareholder and the number
which are owned beneficially by any Beneficial Owner, (D) any
interest (other than an interest solely as a shareholder) which
the Proposing Shareholder or a Beneficial Owner has in the
business being proposed by the Proposing Shareholder, (E) a
description of all arrangements and understandings between the
Proposing Shareholder and any Beneficial Owner and any other
person or persons (naming such person or persons) pursuant to
which the proposal in the Shareholder Notice is being made,
(F) a description of the business which the Proposing
Shareholder seeks to bring before the annual meeting, the reason
for doing so and, if a specific action is to be proposed, the
text of the resolution or resolutions which the Proposing
Shareholder proposes that the Corporation adopt, and (G) a
representation that the Proposing Shareholder is at the time of
giving the Shareholder Notice, was or will be on the record date
for the meeting, and will be on the meeting date, a holder of
record of shares of the Corporation entitled to vote at such
meeting, and intends to appear in person or by proxy at the
meeting to bring the business specified in the Shareholder
Notice before the meeting. The chairman of the meeting may, in
his sole discretion, refuse to acknowledge or entertain any
business proposed by a shareholder if he determines that such
proposal was not made in compliance with the foregoing
procedure.
Section 2.5. Notices of Shareholders' Meetings.
Written notice stating the date, place and hour and, if required
by law or these By-laws, the purpose, of any meeting of the
shareholders, shall be given to each shareholder of record
entitled to vote at the meeting at least twenty (20) days prior
to the day named for the meeting, unless otherwise required by
law. Such notices may be given at the discretion of, or in the
name of, the Board of Directors, President, Vice President,
Secretary or Assistant Secretary. When a meeting is adjourned,
it shall not be necessary to give any notice of the adjourned
meeting or of the business to be transacted at an adjourned
meeting, other than by announcement at the meeting at which such
adjournment is taken. Notice shall be deemed to be given at the
time it is deposited in the United States mail to each
shareholder at the address given to the Secretary.
Section 2.6. Quorum of and Action by Shareholders.
Unless otherwise provided in the Articles of Incorporation, or
in a By-law adopted by the Board of Directors at its
organization meeting following the filing of the Articles of
Incorporation or by the shareholders, the presence, in person or
by proxy, of shareholders entitled to cast at least a majority
of the votes which all shareholders are entitled to cast on the
particular matters shall constitute a quorum for the purpose of
considering such matter, and, unless otherwise specifically
provided by law, the acts, at a duly organized meeting, of the
shareholders present, in person or by proxy, entitled to cast at
least a majority of the votes which all shareholders present are
entitled to cast, shall be the acts of the shareholders. The
shareholders present at a duly organized meeting can continue to
do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum. If a meeting
cannot be organized because a quorum has not attended, those
present may, except as otherwise provided by law, adjourn the
meeting to such time and place as they may determine, but in the
case of any meeting called for the election of Directors, those
shareholders who attend the second of such adjourned meetings,
although less than a quorum as fixed in this Section, or in the
Articles of Incorporation, shall nevertheless constitute a
quorum for the purpose of electing Directors.
Section 2.7. Voting.
(a) Voting. At least five (5) days before any
meeting of shareholders, the officer or agent having charge of
the transfer books of the Corporation shall make a complete list
of the shareholders entitled to vote at such meeting, arranged
in alphabetical order with the address of and the number of
shares held by each, which list shall be kept on file at the
registered office of the Corporation and shall be subject to
inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the
time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the
meeting.
(b) Proxies. At all shareholders' meetings,
shareholders entitled to vote may attend and vote either in
person or by proxy. All proxies shall be in writing, executed
by the shareholder or by his duly authorized attorney in fact,
and shall be 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 the notice thereof has been given to the
Secretary of the Corporation.
(c) Manner of Voting. All elections of
Directors shall be by ballot. All other actions by resolution
or motion need not be by ballot except upon demand by a majority
of the shareholders entitled to vote in person or by proxy
before the voting begins.
(d) Required Vote. A majority of the votes cast
shall decide every question or matter submitted to the
shareholders at any meeting unless otherwise provided by law,
these By-laws, or the Articles of Incorporation.
(e) No Cumulative Voting. Cumulative voting
shall not be permitted. Each shareholder shall be entitled to
one (1) vote for each share standing in his name and may vote,
either in person or by proxy, on all matters and elections,
including election of Directors.
Section 2.8. Conduct of Meeting. The Chairman of the
meeting shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts as are
necessary or desirable for the proper conduct of the meeting,
including, without limitation, the establishment of procedures
for the maintenance of order, safety, limitations on the time
allocated to questions or comments on the affairs of the
Corporation after the time prescribed for the commencement
thereof.
ARTICLE III - BOARD OF DIRECTORS
Section 3.1. Number of Directors. The Board of
Directors shall consist of not less than five (5) nor more than
twenty-five (25) directors. The number of directors to be
elected, subject to the foregoing limits, shall be determined
from time to time by the Board of Directors.
Section 3.2 Qualifying Shares. Every Director must
be a shareholder of the Corporation, a citizen of the United
States, and shall own, in his own right or jointly with a
spouse, at least 100 shares to qualify as a Director.
Section 3.3. Classification of Directors. The
directors shall be divided into three (3) classes, as nearly
equal in number as possible, known as Class A, consisting of not
more than eight (8) directors, Class B, consisting of not more
than eight (8) directors, and Class C, consisting of not more
than nine (9) directors. The initial directors of Class A shall
serve until the third annual meeting of shareholders. At the
third annual meeting of the shareholders, the directors of
Class A shall be elected for a term of three (3) years and,
after expiration of such term, shall thereafter be elected every
three (3) years for three (3) year terms. The initial directors
of Class B shall serve until the second annual meeting of
shareholders. At the second annual meeting of the shareholders,
the directors of Class B shall be elected for a term of three
(3) years and, after the expiration of such term, shall
thereafter be elected every three (3) years for three (3) year
terms. The initial directors of Class C shall serve until the
first annual meeting of shareholders. At the first annual
meeting of the shareholders, the directors of Class C shall be
elected for a term of three (3) years and, after the expiration
of such term, shall thereafter be elected every three (3) years
for three (3) year terms. Each director shall serve until his
successor shall have been elected and shall qualify, even though
his term of office as herein provided has otherwise expired,
except in the event of his earlier resignation, removal or
disqualification.
Section 3.4. Vacancies. Vacancies in the Board of
Directors, including vacancies resulting from an increase in the
number of directors, may be filled by the remaining members of
the Board even though less than a quorum. Any director elected
to fill a vacancy in the Board of Directors shall become a
member of the same class of directors in which the vacancy
existed; but if the vacancy is due to an increase in the number
of directors, a majority of the members of the Board of
Directors shall designate such directorship as belonging to
Class A, Class B or Class C so as to maintain the three (3)
classes of directors as nearly equal in number as possible.
Each director so elected shall be a director until his successor
is elected by the shareholders.
Section 3.5. Nomination of Directors.
(a) General. Notwithstanding the provisions of
Section 2.4 of these By-laws (relating to business at meetings
of shareholders), nominations of candidates for election to the
Board of Directors may be made by the Board of Directors, by a
committee appointed by the Board of Directors with authority to
do so, or by any shareholder of record entitled to vote in the
election of directors who is a shareholder on the record date of
the meeting and also on the date of the meeting at which
Directors are to be elected; provided, however, that with
respect to a nomination made by a shareholder, such shareholder
must provide timely written notice to the President of the
Corporation (a "Nomination Notice") in accordance with all of
the requirements set forth below.
(b) Timing of Nomination Notice. To be timely,
a Nomination Notice must be delivered to, or mailed and received
at, the principal executive offices of the Corporation addressed
to the attention of the President: (i) in the case of an annual
meeting that is called for a date that is within 30 days before
or after the anniversary date of the immediately preceding
annual meeting of shareholders, not less than 90 days nor more
than 120 days prior to the anniversary date of the immediately
preceding annual meeting, or (ii) in the case of an annual
meeting that is called for a date that is not within 30 days
before or after the anniversary date of the immediately
preceding annual meeting or in the case of a special meeting of
shareholders called for the purpose of electing directors, not
later than the close of business on the fifth day following the
earlier of the day on which notice of the date of the meeting
was mailed or public disclosure of the meeting date was made;
and
(c) Contents of Nomination Notice. A Nomination
Notice must set forth: (i) the name and address of the
shareholder who intends to make the nomination (the "Nominating
Shareholder"), (ii) the name and address of the beneficial
owner, if different than the Nominating Shareholder, of any of
the shares owned of record by the Nominating Shareholder (the
"Beneficial Holder"), (iii) the number of shares of each class
and series of shares of the Corporation which are owned of
record and beneficially by the Nominating Shareholder and the
number which are owned beneficially by any Beneficial Holder,
(iv) a description of all arrangements and understandings
between the Nominating Shareholder and any Beneficial Holder and
any other person or persons (naming such person or persons)
pursuant to which the nomination is being made, (v) the name and
address of the person or persons to be nominated, (vi) a
representation that the Nominating Shareholder is at the time of
giving of the Nomination Notice, was or will be on the record
date for the meeting, and will be on the meeting date, a holder
of record of shares of the Corporation entitled to vote at such
meeting, and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the
Nomination Notice, (vii) such other information regarding each
nominee proposed by the Nominating Shareholder as would have
been required to be included in a proxy statement filed pursuant
to the proxy rules of the Securities and Exchange Commission had
the nominee been nominated, or intended to be nominated, by the
Board of Directors, and (viii) the written consent of each
nominee to serve as a director of the Corporation if elected.
The chairman of the meeting shall determine in his sole
discretion whether nominations have been made in accordance with
the requirements of this Section and, if he determines that a
nomination is defective, the nomination and any votes cast for
the nominee shall be disregarded.
Section 3.6. Place of Meeting. Meetings of the Board
of Directors may be held at such place within the Commonwealth
of Pennsylvania or elsewhere as a majority of the Directors may
from time to time appoint or as may be designated in the notice
calling the meeting.
Section 3.7. Regular Meetings. A regular meeting of
the Board of Directors shall be held annually, immediately
following the annual meeting of shareholders at the place where
such meeting of the shareholders is held or at such other place,
date and hour as a majority of the newly elected Directors may
designate. At such meeting the Board of Directors shall elect
officers of the Corporation. In addition to such regular
meeting, the Board of Directors shall have the power to fix by
resolution the place, date and hour of other regular meetings of
the Board.
Section 3.8. Special Meetings. Special meetings of
the Board of Directors shall be held whenever ordered by the
Chairman of the Board, President, by a majority of the executive
committee, if any, or by any three (3) Directors in office.
Section 3.9 Participation in Meetings by Conference
Telephone. Any director may participate in any meeting of the
Board of Directors or of any committee (provided he is otherwise
entitled to participate), be counted for the purpose of
determining a quorum thereof and exercise all rights and
privileges to which he might be entitled were he personally in
attendance, including the right to vote, by means of conference
telephone or other similar communications equipment by means of
which all persons in the meeting can hear each other.
Section 3.10. Notices of Meeting of Board of
Directors.
(a) Regular Meetings. No notice shall be
required to be given of any regular meeting, unless the same is
held at other than the time or place for holding such meetings
as fixed in accordance with Section 3.7 of these By-laws, in
which event one (1) day's notice shall be given of the time and
place of such meeting.
(b) Special Meetings. Written or verbal notice
stating the date, place and hour of any special meeting of the
Board of Directors shall be given at least one (1) day prior to
the date named for the meeting.
Section 3.11. Quorum. A majority of the Directors in
office shall be necessary to constitute a quorum for the
transaction of business, and the acts of a majority of the
Directors present at a meeting at which a quorum is present
shall be considered as the acts of the Board of Directors. If
there is no quorum present at a duly convened meeting of the
Board of Directors, the majority of those present may adjourn
the meeting from time to time and place to place.
Section 3.12. Informal Action by the Board of
Directors. Any action which may be taken at a meeting of the
Directors, or of the members of any committee of the Board of
Directors, 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 Directors, or members of the committee, as
the case may be, and shall be filed with the Secretary of the
Corporation. Insertion in the minute book of the Corporation
shall be deemed filing with the Secretary regardless of whether
the Secretary or some other authorized person has actual
possession of the minute book. Written consents by all of the
Directors or the members of any committee of the Board of
Directors executed pursuant to this Section 3.12 may be executed
in any number of counterparts and shall be deemed effective as
of the date set forth therein.
Section 3.13. Powers.
(a) General Powers. The Board of Directors
shall have all the power and authority granted by law to the
Board, including all powers necessary or appropriate to the
management of the business and affairs of the Corporation.
(b) Specific Powers. Without limiting the
general powers conferred by the last preceding clause and the
powers conferred by the Articles and these By-laws of the
Corporation, it is hereby expressly declared that the Board of
Directors shall have the following powers:
(i) To confer upon any officer or officers
of the Corporation the power to choose, remove or suspend
assistant officers, agents or servants.
(ii) To appoint any person, firm or
corporation to accept and hold in trust for the Corporation any
property belonging to the Corporation or in which it is
interested, and to authorize any such person, firm or
corporation to execute any documents and perform any duties that
may be requisite in relation to any such trust.
(iii) To appoint a person or persons to
vote shares of another corporation held and owned by the
Corporation.
(iv) To appoint three (3) judges of
election who shall determine the number of shares outstanding,
the voting power of each, the shares represented at annual or
special meetings, the existence of a quorum, the authenticity,
validity and effect of proxies, receive votes or ballots, hear
and determine all challenges and questions in any way arising in
connection with the right to vote. The judges shall tabulate
all votes, determine the result and file a written report at the
meeting. The decision of the majority of all judges shall be
effective in all respects as to the decisions or certificates of
all the judges.
(v) To fix the place, time and purpose of
meetings of shareholders.
(vi) To fix the compensation of Directors
and officers for their services.
Section 3.14 Removal of Directors by Shareholders.
The entire Board of Directors or a class of the Board of
Directors, where the Board of Directors is classified with
respect to the power to elect Directors, or any individual
Director may be removed from office without assigning any cause
by the vote of shareholders entitled to cast at least two-thirds
of the votes which all shareholders would be entitled to cast at
any annual election of Directors or such class of Directors. In
case the Board of Directors or such class of the Board of
Directors or any one or more Directors is so removed, new
Directors may be elected at the same time.
Section 3.15. Compulsory Retirement. Every Director
of the Corporation shall automatically retire at the end of the
calendar year in which he reaches age 70.
Section 3.16. Minutes. The Secretary or Assistant
Secretary shall keep complete records of the proceedings of the
Board of Directors in a minute book kept for that purpose alone.
Section 3.17. Personal Liability of Directors.
(a) General Rule. A director of the Corporation
shall not be personally liable for monetary damages for any
action taken or any failure to take any action, except to the
extent that exemption from liability for monetary damages is not
permitted under the laws of the Commonwealth of Pennsylvania as
now or hereafter in effect. The provisions of this Subsection
(a) are intended to exempt the directors of the Corporation from
liability for monetary damages to the maximum extent permitted
under the Pennsylvania Directors' Liability Act (42 Pa. C.S.
Section 8361 et seq.) or under any other law now or hereafter in
effect.
(b)Specific Rule Under Directors' Liability Act.
Without limitation of Subsection (a) above, a director of the
Corporation shall not be personally liable for monetary damages
for any action taken or any failure to take any action, unless:
(i) the director has breached or failed to perform the duties of
his office under Section 8363 of the Directors' Liability Act,
and (ii) the breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness. The provisions of
the preceding sentence shall not exempt a director from:
(i) the responsibility or liability of a director pursuant to
any criminal statute; or (ii) the liability of a director for
the payment of taxes pursuant to local, state or federal law.
(c) Modification or Repeal. The provisions of
this Section 3.17 may be modified or repealed by the Board of
Directors in accordance with the procedures for amending these
By-laws; provided, however, that any such modification or repeal
shall not have any effect upon the liability of a director
relating to any action, any failure to take any action, or
events which occurred prior to the effective date of such
modification or repeal.
(d) Effective Date. The provisions of this
Section 3.17 shall become effective immediately following its
ratification by the shareholders of the Corporation at a meeting
of shareholders duly convened after notice to the shareholders
of such purpose.
ARTICLE IV - COMMITTEES
Section 4.1. Appointment of Committees. For the
proper conduct of the business of the Corporation, the Chairman
shall appoint such committees from time to time as the Chairman
deems appropriate, subject to the approval of the majority of
the entire Board.
Section 4.2. Delegation of Board Powers to
Committees. The majority of the entire Board may delegate
certain of its powers to one or more committees from time to
time. These powers may be exercised to the extent permitted by
the Board, but any committee of three (3) or more members may,
pursuant to these By-laws, convene a special meeting of the
entire Board at any time should that committee determine a
matter presented is of sufficient importance to do so.
Section 4.3. Accounting Firm. An Audit Committee of
the Board of Directors, with the approval of a majority of the
entire Board, shall select an independent external accounting
firm to perform audit services.
ARTICLE V - OFFICERS
Section 5.1. Election and Office. The Corporation
shall have a President, a Secretary and a Treasurer who shall be
elected by the Board of Directors. The Board of Directors may
elect as additional officers a Chairman of the Board of
Directors, one (1) or more Vice-Presidents, and one (1) or more
other officers or assistant officers. Any number of offices may
be held by the same person.
Section 5.2. Term. The officers and assistant
officers shall each serve at the pleasure of the Board of
Directors and until the annual meeting of the Board of Directors
following the next annual meeting of shareholders unless removed
from office by the Board of Directors during their respective
tenures.
Section 5.3. Powers and Duties of the President.
Unless otherwise determined by the Board of Directors, the
President shall have the usual duties of an executive officer
with general supervision over and direction of the affairs of
the Corporation. In the exercise of these duties and subject to
the limitations of the laws of the Commonwealth of Pennsylvania,
these By-laws, and the actions of the Board of Directors, he may
appoint, suspend, and discharge employees, agents and assistant
officers, recommend to the Board of Directors compensation of
all officers and assistant officers, and, in the absence of the
Chairman of the Board of Directors, he shall preside at all
meetings of the shareholders and at all meetings of the Board of
Directors. He shall also do and perform such other duties as
from time to time may be assigned to him by the Board of
Directors.
Upon authorization of the Board of Directors, the
President shall have full power and authority on behalf of the
Corporation to attend and to act and to vote at any meeting of
the shareholders of any corporation in which the Corporation may
hold stock, and, at any such meeting, shall possess and may
exercise any and all the rights and powers incident to the
ownership of such stock and which, as the owner thereof, the
Corporation might have possessed and exercised.
Section 5.4. Powers and Duties of the Secretary.
Unless otherwise determined by the Board of Directors, the
Secretary shall be responsible for the keeping of the minutes of
all meetings of the Board of Directors, shareholders and all
committees, in books provided for that purpose, and for the
giving and serving of all notices for the Corporation. He shall
have charge of the corporate seal, the certificate books,
transfer books and stock ledgers, and such other books and
papers as the Board of Directors may direct. He shall perform
all other duties ordinarily incident to the office of Secretary
and shall have such other powers and perform such other duties
as may be assigned to him by the Board of Directors.
Section 5.5. Powers and Duties of the Treasurer or
Controller. The Treasurer or Controller shall receive and take
charge of all money, funds, securities, fidelity and indemnify
bonds and other valuables belonging to the Corporation,
exclusive of assets held by the Corporation in a fiduciary
capacity. The Treasurer or Controller shall see that proper
records and accounts are kept and proper reports are made to the
shareholders, directors, and officers and that all laws and
regulations are complied with relating thereto and with respect
to making and filing registrations and other reports of any
nature.
Section 5.6. Powers and Duties of the Chairman of the
Board of Directors. Unless otherwise determined by the Board of
Directors, the Chairman of the Board of Directors, shall preside
at all meetings of Directors. He shall have such other powers
and perform such further duties as may be assigned to him by the
Board of Directors.
Section 5.7. Delegation of Office. The Board of
Directors may delegate the powers or duties of any officer of
the Corporation to any other person from time to time.
Section 5.8. Vacancies. The Board of Directors shall
have the power to fill any vacancies in any office occurring
from whatever reason.
ARTICLE VI - SURETY BONDS-INSURANCE
Section 6.1. Surety Bonds. All officers and
employees of the Corporation and, in addition, any Director who
is authorized to receive payments of money or to handle
negotiable securities on behalf of the Corporation, shall,
before entering upon the performance of their duties, furnish
bond in such amounts and surety as is approved by the Board of
Directors. All premiums for surety bonds shall be paid by the
corporation.
Section 6.2. Insurance. The Corporation shall
provide for the Directors liability insurance and shall provide
the same for such of the Corporation's officers and employees,
together with such other insurance as the Board of Directors
determines appropriate.
ARTICLE VIII - CORPORATE SEAL
Section 7.1. Corporate Seal. The seal of the
Corporation shall contain the words "FRANKLIN FINANCIAL SERVICES
CORPORATION - Incorporated - 1983."
ARTICLE VIII - CONFIDENTIAL INFORMATION
Section 8.1. Nondisclosure Obligation. No Director,
officer or employee shall disclose any of the business of the
Corporation, not of a public nature or required by legal
authority, except the necessary information to patrons
concerning their individual business, or to other officers,
directors or committees.
ARTICLE XI - DIVIDENDS
Section 9.1. Cash Dividends. The Board of Directors
may declare, subject to the limitations prescribed by law, a
dividend on the shares of the Corporation of so much of the
profits as shall appear advisable to the Board, making the same
payable at a time in their discretion.
Section 10.1. Stock Splits and Stock Dividends. The
Board of Directors may declare, subject to the limitations
prescribed by law, stock splits or stock dividends or such other
benefits to the shareholders as they deem appropriate in their
discretion.
ARTICLE X - SHARE CERTIFICATES
Section 10.1. Share Certificates. Every share
certificate shall be signed by the Chairman of the Board or the
President or Vice-President and by the Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary and sealed with the
corporate seal, which may be a facsimile, engraved or printed,
but where such certificate is signed by a transfer agent or a
registrar, the signature of any corporate officer upon such
certificate may be a facsimile, engraved or printed.
Section 10.2. Transfer of Shares. Transfer of shares
shall be made on the books of the Corporation only upon
surrender of the share certificate, duly endorsed or with duly
executed stock powers attached and otherwise in proper form for
transfer, which certificate shall be cancelled at the time of
the transfer.
Section 10.2. Determination of Shareholders of Record
and Closing Transfer Books. The Board of Directors may fix a
time, not more than fifty (50) days prior to 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 or 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 or otherwise. 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 on
the books of the Corporation after any record date fixed as
aforesaid. The Board of Directors may close the books of the
Corporation against transfer 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 (10) 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. Unless a record date is fixed by
the Board of Directors for the determination of shareholders
entitled to receive notice of, or vote at, a shareholders'
meeting, transferees of shares which are transferred on the
books of the Corporation within ten (10) days next preceding the
date of such meeting shall not be entitled to notice of or to
vote at such meeting. The Corporation may treat the registered
owner of each share of stock as the person exclusively entitled
to vote, to receive notifications and otherwise to exercise all
the rights and powers of the owner thereof.
Section 10.4. Lost Certificates. Any person or
persons desiring a certificate of stock to be issued in lieu of
one lost or destroyed shall furnish the Corporation with an
Affidavit describing the certificate and the circumstances of
its loss or destruction, together with a bond of indemnity, with
satisfactory security or surety, indemnifying the Corporation
against any loss that may arise from issuing a new certificate;
whereupon the Board of Directors may direct the issue of a new
certificate of the same tenor as the one alleged to be lost or
destroyed. The application for a new certificate and the
evidence of compliance by the applicant with all the
requirements of this By-law shall be made in such forms as shall
be satisfactory to the Corporation.
ARTICLE XI - INDEMNIFICATION
Section 11.1. General Rule. The Corporation shall,
to the fullest extent permitted under the laws of the
Commonwealth of Pennsylvania as now or hereafter in effect,
indemnify any person (and his heirs, executors, and
administrators) who was or is a party, witness, or other
participant or is threatened to be made a party, witness, or
participant to any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative, or
investigative (including, without limitation, actions by or in
the right of the Corporation) by reason of the fact that he is
or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or
officer of another corporation, partnership, joint venture,
trust or other enterprise, against all expenses (including
attorneys' fees, court costs, transcript costs, fees of experts
and witnesses, travel expenses, and all other similar expenses),
judgments, fines, penalties, and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit, or proceeding.
Section 11.2. Advance Payment of Expenses. The
Corporation shall advance all reasonable expenses (including
attorneys' fees, court costs, transcript costs, fees of experts
and witnesses, travel expenses, and all other similar expenses)
reasonably incurred in connection with the defense of or other
response to any action, suit, or proceeding referred to in
Section 11.1 above upon receipt of an undertaking by or on
behalf of the person seeking the advance to repay all amounts
advanced if it shall ultimately be determined upon final
disposition of such action, suit or proceeding that he is not
entitled to be indemnified by the Corporation.
Section 11.3. No Duplication of Payments. The
Corporation shall not be liable under this Article XI to make
any payment of amounts otherwise indemnifiable hereunder if and
to the extent that the person seeking indemnification has
otherwise actually received payment therefor under any insurance
policy, contract, agreement, or otherwise. In the event that
the Corporation makes an advance payment of expenses to a
person, such person shall repay to the Corporation the amount so
advanced, if and to the extent that he subsequently receives
payment therefor under any insurance policy, contract,
agreement, or otherwise.
Section 11.4. Insurance. The Corporation may
purchase and maintain at its own expense one or more policies of
insurance to protect itself and to protect any director,
officer, employee, or agent of the Corporation or of another
corporation, partnership, joint venture, trust, or other
enterprise against any expense, liability, or loss incurred by
such person in such capacity, whether or not the Corporation
would have the authority to indemnify such person against any
such expense, liability, or loss under this Article XI or under
the laws of the Commonwealth of Pennsylvania.
Section 11.5. Indemnification Agreements. The
Corporation shall have authority by vote of a majority of the
Board of Directors to enter into an Indemnification Agreement
with any person who may be indemnified by the corporation
pursuant to the provisions of this Article XI or otherwise. Any
such Indemnification Agreement may contain such terms and
conditions as a majority of the Board of Directors shall in the
exercise of their discretion determine to be necessary or
appropriate. Such terms and conditions may include provisions
for greater or lesser indemnification than provided for in this
Article XI, provisions establishing procedures for the
processing or approval of indemnification claims, and other
provisions. The fact that the Corporation has not entered into
an Indemnification Agreement with any person shall not in any
way limit the indemnification rights of such person under this
Article XI or otherwise.
Section 11.6. Non-Exclusivity. The right to
indemnification and to the payment of expenses incurred in
defending against or otherwise responding to any action, suit,
or proceeding in advance of its final disposition as set forth
in this Article XI shall not be exclusive of any other rights
which any person may now have or hereafter acquire under any
agreement, vote of shareholders, vote of disinterested
directors, or under any applicable law or under the Articles of
Incorporation of the Corporation, or otherwise.
Section 11.7. Survival of Rights. The
indemnification rights provided to a person under the provisions
of this Article XI shall continue after such person ceases to be
a director or officer of the Corporation or of another entity,
as to any action taken, any failure to take action, or any
events which occurred while such person was a director or
officer of the Corporation or of another entity.
Section 11.8. Modification or Repeal. The provisions
of this Article XI may be modified or repealed in accordance
with the procedures for amending these By-laws; provided,
however, that any such modification or repeal shall not have any
effect upon the indemnification rights of any person as they
relate to any action taken, any failure to take action, or
events which occurred prior to the effective date of such
modification or repeal.
Section 11.9. Effective Date. The provisions of this
Article XI shall become effective immediately following its
ratification by the shareholders of the Corporation at a meeting
of shareholders duly convened after notice to the shareholders
of such purpose.
ARTICLE XII - AMENDMENT OF THE BY-LAWS
Section 12.1. Amendment. The authority to make,
amend, alter, change, or repeal the By-laws of the Corporation
is hereby expressly and solely granted to and vested in the
Board of Directors, subject always to the power of the
shareholders to make, amend, alter, change, or repeal the
By-laws of the Corporation by the affirmative vote of the
holders of not less than two-thirds of the then outstanding
shares of stock of the Corporation entitled to vote generally in
the election of directors, voting together as a single class, at
a meeting of the shareholders duly convened after-notice to the
shareholders of such purpose.
ARTICLE XIII - INTERPRETATION OF BY-LAWS
Section 13.1. Interpretation. All words, terms and
provisions of these By-laws shall be interpreted and defined by
and in accordance with the Pennsylvania Business Corporation
Law, as amended, and as amended from time to time hereafter.
ARTICLE XIV - FISCAL YEAR
Section 14.1. Fiscal Year. The Board of Directors
shall have the power by resolution to fix the fiscal year of the
Corporation. If the Board of Directors shall fail to do so, the
President shall fix the fiscal year.
ARTICLE XV - DISASTER
Section 15.1. General. In the event of war, armed
conflict, insurrection or other similar disaster which does or
could prevent the proper operation of the Corporation, in the
absence of a Chief Executive Officer, the Chairman of the Board
or, in the absence of the Chairman, the President, or the Board
of Directors or its Executive Committee, if any, or the
Secretary or the Treasurer or the next highest ranking officer,
shall designate a person to be the Chief Executive Officer, who
may declare an emergency, and the Corporation shall then
automatically be operated under the emergency powers set forth
in this Article.
Section 15.2. Chief Executive Officer. The Executive
Officer having charge of the Corporation shall conduct the
affairs of the Corporation under such guidance of the Directors
who may be available. The Executive Officer shall have the
power to continue business, hire new employees, fix the wages
and hours thereof, change the place of the central office,
branch offices, select new offices, and transfer the
Corporation's assets, records, documents, securities and
property to such places where the Executive Officer deems
appropriate.
Section 15.3. Board of Directors. The Board of
Directors and all other Committees may each function with less
than a quorum and at other times and places than specified in
the By-laws and meetings and functions of the Board may be
entirely or temporarily suspended. In the event of suspension,
the functions of Directors and various Committees shall be
conducted by the Chairman of the Board and, if unavailable, by
the Executive Officer, under such guidance of Directors who may
be available.
Section 15.4. Termination of State of Emergency. The
state of emergency may be terminated at any time by the
Executive Officer, or by the written signature of five (5)
Directors, and, if less than five (5) Directors are available,
then by written consent of the Directors who are available.
Section 15.5. Notice to Regulators. The person
declaring an emergency shall make every effort to give notice
thereof to the Pennsylvania Department of Banking, the Federal
Deposit Insurance Corporation, the Federal Reserve Board, and
any and all other regulatory authorities having jurisdiction
over the Corporation and its subsidiaries, and shall make every
effort to see that the Corporation makes every reasonable effort
to comply with all applicable laws and regulations under the
circumstances.
ARTICLE XVI - MISCELLANEOUS
Section 16.1. 1990 Antitakeover Law
(a) Partial Opt Out. The following provisions
of the Pennsylvania Antitakeover Law of 1990 shall not be
applicable to the Corporation:
(1) Control Share Acquisition Law. The
provisions of Subchapter 25G of the Business Corporation Law of
1988 (15 Pa. C.S.A. Sections 2561 through 2567) relating to control
share acquisitions;
(2) Short-Term Profits Disgorgement Law.
The provisions of Subchapter 25H of the Business Corporation Law
of 1988 (15 Pa. C.S.A. Sections 2571 through 2575) relating to
disgorgement by certain controlling shareholders following
attempts to acquire control;
(3) Severance Compensation Law. The
provisions of Subchapter 25I of the Business Corporation Law of
1988 (15 Pa. C.S.A. Sections 2581 through 2583) relating to severance
compensation for employees terminated following certain control-
share acquisitions; and
(4) Labor Contract Preservation Law. The
provisions of Subchapter 25J of the Business Corporation Law of
1988 (15 Pa. C.S.A. Sections 2585 through 2588) relating to business
combination transactions - labor contracts.
(b) Effective Date. This Section 16.1 of
Article XVI shall take effect immediately on the date of its
adoption, July 26, 1990.
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