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FORM 8-K
CURRENT REPORT
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(As last amended in Rel. N. 34-25113, eff. 1/30/95.)
UNITED STATES
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
Date of Report (Date of earliest event reported): August 13, 1996
Lake Ariel Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 2-85306 23-2244948
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(State or other jurisdiction (Commission (I.R.S. employer
or incorporation) file number) Id. No.)
Post Office Box 67, Lake Ariel, Pennsylvania 18436
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (717)698-5695
Former name or former address, if changed from last report: Not Applicable.
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Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
The Registrant files herewith its Amended Articles of
Incorporation and Bylaws, all as amended as of August 13,
1996.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
(a.) Financial Statement of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
(i) Amended Articles of Incorporation.
(ii) Bylaws, as amended as of August 13, 1996.
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Item 8. Change in Fiscal Year.
Not Applicable.
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.
LAKE ARIEL BANCORP, INC.
(Registrant)
/s/ Joseph J. Earyes
Date: August 13, 1996 ----------------------------------------------
Joseph J. Earyes, Vice President and Treasurer
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LAKE ARIEL BANCORP, INC.
AMENDED ARTICLES OF INCORPORATION
AS OF JUNE 30, 1996
1. Corporation's name
The name of the corporation is Lake Ariel Bancorp, Inc.
2. Corporation's Address
The address of this corporation's current registered office in this
Commonwealth and the county of venue is Main Street, Lake Ariel,
Pennsylvania 18436, Wayne County.
3. State of Incorporation and Purpose
This corporation is incorporated under the provisions of the Business
Corporation Law of 1933, as amended, and its purpose is to have
unlimited power to engage in and do any lawful act concerning any or
all lawful business for which corporations may be incorporated under
the provisions of the Business Corporation Law of the Commonwealth of
Pennsylvania.
4. Term of Existence
The term of existence of this corporation is perpetual.
5. Number of Shares
The aggregate number of shares which the Corporation shall have
authority to issue is: Five Million (5,000,000) shares of Common
Stock of the par value of Forty-Two Cents ($.42) per share (the
"Common Stock") and One Million (1,000,000) shares of Preferred Stock
of the par value of One Dollar and Twenty-Five Cents ($1.25) per
share (the "Preferred Stock") with a total authorized capital of
Three Million Three Hundred and Fifty Thousand Dollars ($3,350,000).
The Board of Directors is hereby expressly authorized, by resolution
or resolutions, to provide for series of Preferred Stock out of the
unissued shares of Preferred Stock. Before any shares of any such
series are issued, the Board of Directors shall fix, and hereby is
expressly empowered to fix, by resolution or resolutions, the
following provisions of the shares thereof:
(a) the designation of such series, the number of shares to
constitute such series and the stated value thereof if
different from the par value thereof;
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(b) whether the shares of such series shall have voting rights,
in addition to any voting rights provided by law, and, if
so, the terms of such voting rights, which may be general or
limited;
(c) the dividends, if any, payable on such series, whether any
such dividends shall be cumulative, and, if so, from what
dates, the conditions and dates upon which such dividends
shall be payable, and the preference or relation which such
dividends shall bear to the dividends payable on any shares
of stock of any other class or any other series of this
class;
(d) whether the shares of such series shall be subject to
redemption by the Corporation, and, if so, the times, prices
and other conditions of such redemption;
(e) the amount or amounts payable upon shares of such series
upon, and the rights of the holders of such series in, the
voluntary or involuntary liquidation, dissolution or winding
up, or upon any distribution of the assets, of the
Corporation;
(f) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund, and, if so, the
extent to and manner in which any such retirement or sinking
fund shall be applied to the purchase or redemption of the
shares of such series for retirement or other corporate
purposes and the terms and provisions relative to the
operation thereof;
(g) whether the shares of such series shall be convertible into,
or exchangeable for, shares of stock of any other class or
any other series of this class or any other securities, and,
if so, the price or prices or the rate or rates of
conversion or exchange and the method, if any, of adjusting
the same, and any other terms and conditions of conversion
or exchange;
(h) the limitations and restrictions, if any, to be effective
while any shares of such series are outstanding, upon the
payment of dividends or the making of other distributions
on, and upon the purchase, redemption or other acquisition
by the Corporation of, the Common Stock or shares of stock
of any other class or any other series of this class;
(i) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issuance of any
additional stock, including additional shares of such series
or of any other series of this class or of any other class;
and
(j) any other powers, preferences and relative, participating,
optional and other special rights, and any qualifications,
limitations and restrictions thereof.
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The powers, preferences and relative, participating, optional and
other special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may
differ from those of any and all other series at any time
outstanding. All shares of any one series of Preferred Stock shall be
identical in all respects with all other shares of such series,
except that shares of any one series issued at different times may
differ as to the dates from which dividends thereon shall accrue
and/or be cumulative.
6. Incorporator's names and Addresses
The name and address of each incorporator is: Joseph W. Collins,
R.D. #4, Lake Ariel, PA 18436; Arthur M. Davis, R.D. #2, Lake Ariel,
PA 18436; and John G. Martines, 27-10th Avenue, Carbondale, PA 18407.
7. Cumulative Voting Rights
Cumulative voting rights shall not exist with respect to the election
of directors.
8. Opposition of Tender (or other offer)
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 securities of a
corporation or otherwise. When considering whether to oppose
an offer, the Board of Directors may, but it is not legally
obligated to, consider any pertinent issues; by way of
illustration, but not of limitation, the Board of Directors
may, but shall not be legally obligated to, consider any and
all of the following:
(1) Whether the offer price is acceptable based on the
historical and present operating results or
financial condition of the corporation.
(2) Whether a more favorable price could be obtained for
the corporation's securities in the future.
(3) The impact which an acquisition of the corporation
would have on its employees, depositors and
customers of the corporation and its subsidiaries
in the community which they serve.
(4) 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.
(5) 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.
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(6) 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 and 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
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.
9. Classification of Directors
The Board of Directors of the Corporation shall be divided into three
classes, the respective terms of office of which shall end in
successive years. The number of directors in each class shall be
specified in the Bylaws and shall be nearly as equal as possible.
Unless they are elected to fill vacancies, the directors in each
class shall be elected to hold office until the third successive
annual meeting of shareholders after their election and until their
successors shall have been elected and qualified. At each annual
meeting of shareholders the directors of only one class shall be
elected, except directors who may be elected to fill vacancies.
10. Filling of Vacancies in Board of Directors Caused by Increase in
Number of Directors
Any directorship to be filled by reason of an increase in the number
of directors may be filled by the Board of Directors. The Board of
Directors shall specify the class in which a director so elected
shall serve. Any director elected by the Board of Directors shall
hold office only until the next annual meeting of the shareholders
and until his successor shall have been elected and qualified,
notwithstanding that the term of office of the other directors in the
class of which he is a member does not expire at the time of such
meeting. His successor shall be elected by the shareholders to a term
of office which shall expire at the same time as the term of office
of the other directors in the class to which he is elected.
11. Number of Directors
The Board of Directors shall consist of not less than five (5) nor
more than twenty-five (25) shareholders, the exact number to be fixed
and determined from time to time by resolution of a majority of the
shareholders at any annual or special meeting thereof.
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12. Preemptive Rights
No holder of shares of any class or of any series of any class shall
have any preemptive rights to subscribe for, purchase or receive any
shares of the corporation, whether now or hereafter authorized, or
any obligations or other securities convertible into or carrying
options to purchase any such shares of the corporation, or any
options or rights to purchase any such shares or securities, issued
or sold by the corporation for cash or any other form of
consideration, and any such shares, securities or rights may be
issued or disposed of by the Board of Directors to such persons and
on such terms as the Board in its discretion shall deem advisable.
13. Indebtedness
The corporation shall have authority to borrow money and the Board of
Directors, without the approval of the shareholders and acting within
their sole discretion, shall have the authority to issue debt
instruments of the corporation upon such terms and conditions and
with such limitation as the Board of Directors deems advisable. The
authority of the Board of Directors shall include, but not be limited
to, the power to issue convertable debentures.
14. Indemnification
Every person who is or was a director, officer, employee, or agent of
the corporation, or of any Corporation which he served as such at the
request of the Corporation, shall be indemnified by the Corporation
to the fullest extent permitted by law against all expenses and
liabilities reasonably incurred by or imposed upon him, in connection
with any proceeding to which he may be made, or threatened to be
made, a party, or in which he may become involved by reason of his
being or having been a director, officer, employee or agent of the
Corporation, or of such other Corporation, whether or not he is a
director, officer, employee or agent of the Corporation or such other
Corporation at the time the expenses or liabilities are incurred.
15. Shareholder Action
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 sixty-six and two-thirds percent (66
2/3%) of the outstanding shares of Common Stock. This Article 15 may
not be amended unless first approved by the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66 2/3%) of the
outstanding shares of Common Stock.
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BYLAWS
OF
LAKE ARIEL BANCORP, INC.
These Bylaws are supplemental to the Pennsylvania Business
Corporation Law and other applicable provisions of law, as the same
shall from time to time be in effect.
ARTICLE I. MEETINGS OF SHAREHOLDERS
Section 101. Place of Meetings. All meetings of the shareholders
shall be held at such place or places, within or without the Commonwealth of
Pennsylvania, as shall be determined by the Board of Directors from time to
time.
Section 102. Annual Meetings. The annual meeting of the shareholders
for the election of Directors and the transaction of such other business as
may properly come before the meeting shall be held at such date or hour as may
be fixed by the Board of Directors. Any business which is a proper subject for
shareholder action may be transacted at the annual meeting, irrespective of
whether the notice of said meeting contains any reference thereto, except as
otherwise provided by applicable law.
Section 103. Special Meetings. Special meetings of the shareholders
may be called at any time by the Board of Directors or by any shareholders
owning, in the aggregate, not less than twenty (20%) of the shares entitled to
vote at the particular meeting.
Section 104. Conduct of Shareholders' Meetings. The President shall
preside at all shareholders' meetings. In the absence of the President, the
Chief Executive Officer shall preside or, in his/her absence, any Officer
designated by the Board of Directors. the Officer presiding over the
shareholders' meeting may establish such rules and regulations for the conduct
of the meeting as he/she may deem to be reasonably necessary or desirable for
the orderly and expeditious conduct of the meeting. Unless the Officer
presiding over the shareholders' meeting otherwise requires, shareholders need
not vote by ballot on any question.
ARTICLE II. DIRECTORS AND BOARD MEETINGS.
Section 201. Management by Board of Directors. The business and
affairs of the Corporation shall be managed by its Board of Directors. The
Board of Directors may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute, regulation, and Articles of
Incorporation or these Bylaws directed or required to be exercised or done by
the shareholders.
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Section 202. Nomination for Directors. (B) Nominations for directors
to be elected at an annual meeting of shareholders must be submitted to the
Secretary of the Corporation in writing not later than the close of business
on the twentieth (20th) day immediately preceding the date of the meeting.
Such notification shall contain the following information to the extent known
to the notifying shareholder: (a) name and address of each proposed nominee;
(b) the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock of the Corporation that will be voted for each
proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of capital stock of the Corporation
owned by the notifying shareholder. Nominations not made in accordance
herewith may, in his/her discretion, be disregarded by the Presiding Officer
of the meeting, and upon his/her instructions, the vote tellers may disregard
all votes cast for each such nominee. In the event the same person is
nominated by more than one shareholder, the nomination shall be honored, and
all shares of capital stock of the Corporation shall be counted if at least
one nomination for that person complies herewith.
Section 203. Directors Must be Shareholders. Every Director must be a
shareholder of the Corporation and shall own in his/her own right the number
os shares (if any) required by law in order to qualify as such Director. Any
Director shall forthwith cease to be a Director when he/she no longer holds
such shares, which fact shall be reported to the Board of Directors by the
Secretary, whereupon the Board of Directors shall declare the seat of such
Directors vacated.
Section 204. Eligibility and Mandatory Retirement. Commencing with
the annual meeting of the shareholders in 1984, no person shall be eligible to
be newly elected or appointed as a Director as he/she shall have attained the
age of seventy (70) years on or prior to the date of his/her election. Any
Director of this Corporation who attains the age of seventy (70) years shall
cease to be a Director (without any action on his/her part) at the close os
business on the day prior to the date of the next shareholders meeting at
which Directors are to be elected regardless of whether or not his/her term as
a Director would otherwise expire at such shareholders' meeting.
Section 205. Classification of Directors. The Directors shall be
divided into three (3) classes, as nearly equal in number as possible, known
as Class 1, consisting of not more than eight (8) Directors; Class 2,
consisting of not more than eight (8) Directors; and Class 3, consisting of
not more than nine (9) Directors. The initial Directors of Class 1 shall serve
until the third (3rd) annual meeting of shareholders. At the third (3rd)
annual meeting of the shareholders, the Directors of Class 1 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 2 shall serve until the second (2nd) annual meeting
of shareholders. At the second (2nd) annual meeting of the shareholders, the
Directors of Class 2 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 Director of Class 3 shell serve
until the first (1st) annual meeting of shareholders. At the first (1st)
annual meeting of shareholders, the Directors of Class 3 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/her successor shall have been elected and shall
qualify, even though his/her term of office as herein provided has
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otherwise expired, except in the event of his/her earlier resignation, removal
or disqualification.
Section 206. Resignations. Any Director may resign at any time. Such
resignation shall be in writing, but the acceptance thereof shall not be
necessary to make it effective.
Section 207. Compensation of Directors. No Director shall be entitled
to any salary as such; but the Board of Directors may fix, from time to time,
a reasonable annual fee for acting as a Director and a reasonable fee to be
paid each Director for his/her services in attending meetings of the Board and
meetings of committees appointed by the Board. The Corporation may reimburse
Directors for expenses related to their duties as a member of the Board.
Section 208. Regular Meetings. Regular meetings of the Board of
Directors shall be held on such day, at such hour, and at time to time
designate or as may be designated in any notice from the Secretary calling the
meeting. The Board of Directors shall meet for reorganization at the first
regular meeting following the annual meeting of shareholders at which the
Directors are elected. Notice need not be given of regular meetings of the
Board of Directors which are held at the time and place designated by the
Board of Directors. If a regular meeting is not to be held at the time and
place designated by the Board of Directors, notice of such meeting, which need
not specify the business to be transacted thereat and which may be either
verbal or in writing, shall be given by the Secretary to each member of the
Board at least twenty-four (24) hours before the time of the meeting.
A majority of the members of the Board of Directors shall constitute
a quorum for the transaction of business. If at the time fixed for the
meeting, including the meeting to organize the new Board following the annual
meeting of shareholders, a quorum is not present, the directors in attendance
may adjourn the meeting from time to time until a quorum is obtained.
Except as otherwise provided herein, a majority of those directors
present and voting at any meeting of the Board of Directors, shall decide each
matter considered. A Director cannot vote by proxy, or otherwise act by proxy
at a meeting of the Board of Directors.
Section 209. Special Meetings. Special meetings of the Board of
Directors may be called by the President, the Cashier or at the request of
three (3) or more members of the Board of Directors. A special meeting of the
Board of Directors shall be deemed to be any meeting other than the regular
meeting of the Board of Directors. Notice of the time and place of every
special meeting, which need not specify the business to the transacted thereat
and which may be either verbal or in writing, shall be given by the Secretary
to each member of the Board at least twenty-four (24) hours before the time of
such meeting excepting the Organization Meeting following the election of
Directors.
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Section 210. Chairman of the Board. The Board of Directors shall
elect a Chairman of the Board at the first regular meeting of the Board
following each annual meeting of Shareholders at which Directors are elected.
The Chairman of the Board shall be a member of the Board of Directors and
shall preside at the meetings of the Board and perform such other duties as
may be prescribed by the Board of Directors.
Section 211. Vice Chairmen of the Board. The Board of Directors may
elect one (1) or more Vice Chairmen of the Board as the Board of Directors may
from time to time deem advisable. The Vice Chairmen of the Board shall have
such duties as are prescribed by the Board of Directors or the Chairman of the
Board.
Section 212. Reports and Records. The reports of Officers and
Committees and the records of the proceedings of all Committees shall be filed
with the Secretary of the Corporation and presented to the Board of Directors,
if practicable, at its next regular meeting. The Board of Directors shall keep
complete records of its proceedings in a minute book kept for that purpose.
When a Director shall request it, the vote of each Director upon a particular
question shall be recorded in the minutes.
ARTICLE III. COMMITTEES.
Section 301. Committees. The following Committee of the Board of
Directors shall be established by the Board of Directors in addition to any
other Committee the Board of Directors may in its discretion establish.
Section 302. Executive Committee. The Executive Committee shall
consist of any three (3) or more Directors. A majority of the members of the
Executive Committee shall constitute a quorum, and actions of a majority of
those present at a meeting at which a quorum is present shall be actions of
the Committee. Meetings of the Committee may be called at any time by the
Chairman or Secretary of the Committee, and shall be called whenever two (2)
or more members of the Committee so request in writing. The Executive
Committee shall have and exercise the authority of the Board of Directors in
the management of the business of the Corporation between the dates of regular
meetings of the Board.
Section 303. Appointment of Committee Members. The Board of Directors
shall elect the members of the Executive Committee and the Chairman and Vice
Chairman of such Committee to serve until the next annual meeting of
shareholders. The President shall appoint or shall establish a method of
appointing, subject to the approval of the Board of Directors, the members of
any other Committees established by the Board of Directors, and the Chairman
and Vice Chairman of such Committees, to serve until the next annual meeting
of shareholders. The Board of Directors may appoint, from time to time, other
committees, for such purposes and with such powers as the Board may determine.
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Section 304. Organization and Proceedings. Each Committee of the
Board of Directors shall effect its own organization by the appointment of a
Secretary and such other Officers, except the Chairman and Vice Chairman, as
it may deem necessary. A record of proceedings of all Committees shall be kept
by the Secretary of such Committee and filed and presented as provided in
Section 211 of these Bylaws.
ARTICLE IV. OFFICERS.
Section 401. Officers. The Officers of the Corporation shall be a
President, one (1) Vice President, a Secretary, a Treasurer, and such other
Officers and Assistant Officers as the Board of Directors may from time to
time deem advisable. Except for the President, Secretary, and Treasurer, the
Board may refrain from filling any of the said offices at any time and from
time to time. The same individual may hold any two (2) or more offices except
both the offices of President and Treasurer. The following Officers shall be
elected by the Board of Directors at the time, in the manner and for such
terms as the Board of Directors from time to time shall determine: President,
Vice President, Secretary, and Treasurer. The President may, subject to change
by the Board of Directors, appoint such Officers and Assistant Officers as
he/she may deem advisable provided such Officers and Assistant Officers have a
title not higher than Vice President, who shall hold office for such periods
as the President shall determine. Any Officer may be removed at any time, with
or without cause, and regardless of the term from which such Officer was
elected, but without prejudice to any contract right of such Officer. Each
Officer shall hold his office for the current year for which he was elected or
appointed by the Board unless he shall resign, becomes disqualified, or be
removed at the pleasure of the Board of Directors.
Section 402. President. The President shall have general supervision
of all of the departments and business of the Corporation and shall prescribe
the duties of the other Officers and Employees and see to the proper
performance thereof. The President shall be responsible for having all orders
and resolutions of the Board of Directors carried into effect. The President
shall execute on behalf of the Corporation and may affix or cause to be
affixed a seal to all authorized documents and instruments requiring such
execution, except to the extent that signing and execution thereof shall have
been delegated to some other Officer or Agent of the Corporation by the Board
of Directors or by the President. The President shall be a member of the Board
of Directors. In the absence or disability of the Chairman of the Board or
his/her refusal to act, the President shall preside at meetings of the Board.
In general, the President shall perform all the duties and exercise all the
powers and authorities incident to such office or as prescribed by the Board
of Directors.
Section 403. Vice President. The Vice President shall perform such
duties, do such acts and be subject to such supervision as may be prescribed
by the Board of Directors or the President. In the event of the absence or
disability of the President or his/her refusal to act, the Vice President
shall perform the duties and have the powers and authorities of the President,
except to the extent inconsistent with applicable law.
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Section 404. Secretary. The Secretary shall act under the supervision
of the President or such other Officers as the President may designate. Unless
a designation to the contrary is made at a meeting, the Secretary shall attend
all meetings of the Board of Directors and all meetings of the shareholders
and record all of the proceedings of such meetings in a book to be kept for
that purpose, and shall perform like duties for the standing Committees when
required by these Bylaws or otherwise. The Secretary shall give, or cause to
be given, notice of all meetings of the shareholders and of the Board of
Directors. The Secretary shall keep a seal of the Corporation, and, when
authorized by the Board of Directors or the President, cause it to be affixed
to any documents and instruments requiring it. The Secretary shall perform
such other duties as may be prescribed by the Board of Directors, President,
or such other Supervising Officer as the President may designate.
Section 405. Treasurer. The Treasurer shall act under the supervision
of the President or such other Officer as the President may designate. The
Treasurer shall have custody of the Corporation's funds and such other duties
as may be prescribed by the Board of Directors, President or such other
Supervising Officer as the President may designate.
Section 406. Assistant Officers. Unless otherwise provided by the
Board of Directors, each Assistant Officer shall perform such duties as shall
be prescribed by the Board of Directors, the President or the Officer to whom
he/she is an Assistant. In the event of the absence or disability of an
Officer or his/her refusal to act, his/her Assistant Officer shall, in the
order of their rank, and within the same rank in the order of their seniority,
have the powers and authorities of such Officer.
Section 407. Compensation. Unless otherwise provided by the Board of
Directors, the salaries and compensation of all Officers and Assistant Officers,
except the President, shall be fixed by or in the manner designated by the
President.
Section 408. General Powers. The Officers are authorized to do and
perform such corporate acts as are necessary in the carrying on of the business
of the Corporation, subject always to the direction of the Board of Directors.
ARTICLES V. SHARES OF CAPITAL STOCK.
Section 501. Authority to Sign Share Certificates. Every share
certificate of the Corporation shall be signed by the President and by the
Secretary or one of the Assistant Secretaries. Certificate may be signed by a
facsimile signature or the President and the Secretary or one of the Assistant
Secretaries of the Corporation.
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Section 502. Lost or Destroyed Certificates. Any person claiming a
share certificate to be lost, destroyed or wrongfully taken shall receive a
replacement certificate if such person shall have: (a) requested such
replacement certificate before the Corporation has notice that the shares have
been acquired by a bona fide purchaser; (b) provided the Corporation with an
indemnity agreement satisfactory in form and substance to the Board of
Directors, or the President or the Secretary; and (c) satisfied any other
reasonable requirements (including providing an affidavit and a surety bond)
fixed by the Board of Directors, or the President or the Secretary.
ARTICLE VI. GENERAL.
Section 601. Fiscal Year. The fiscal year of the Corporation shall
begin on the first (1st) day of January in each year and end on the thirty-first
(31st) day of December in each year.
Section 602. Record Date. The Board of Directors may fix any time
whatsoever (whether or not the same is more than fifty (50) days) prior to the
date of any meeting of shareholders, or the date 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 will go
into effect, as a record date for the determination of the shareholder
entitled to notice of, or to vote at, any such meetings, 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.
Section 603. Absentee Participation in Meetings. One (1) or more
Directors may participate in a meeting of the Board of Directors, or of a
Committee of the Board, by means of a conference telephone or similar
communications equipment, by means of which all persons participating in the
meeting can hear each other.
Section 604. Emergency Bylaws. In the event of any emergency
resulting from a nuclear attack or similar disaster, and during the
continuance of such emergency, the following Bylaw provisions shall be in
effect, notwithstanding any other provisions of the Bylaws:
(a) A meeting of the Board of Directors or of any Committee
thereof may be called by any Officer or Director upon one (1) hour's notice to
all persons entitled to notice whom, in the sole judgment of the notifier, it
is feasible to notify;
(b) The Director or Directors in attendance at the meeting of
the Board of Directors or of any Committee thereof shall constitute a quorum;
and
(c) These Bylaws may be amended or repealed, in whole or in
part, by a majority vote of the Directors attending any meeting of the Board
of Directors, provided such amendment or repeal shall only be effective for
the duration of such emergency.
<PAGE>
Section 605. Severability. If any provision of these Bylaws is
illegal or unenforceable as such, such illegality or unenforceability shall
not affect any other provision of these Bylaws and such other provisions shall
continue in full force and effect.
ARTICLE VII. AMENDMENT OR REPEAL.
Section 701. Amendment or Repeal by the Board of Directors. These
Bylaws may be amended or repealed, in whole or in part, by a majority vote of
members of the Board of Directors at any regular or special meeting of the
Board duly convened. Notice need not be given of the purpose of the meeting of
the Board of Directors at which the amendment or repeal is to be considered.
Section 702. Recording Amendments and Repeals. The text of all
amendments and repeals to these Bylaws shall be attached to the Bylaws with a
notation of the date and vote of such amendment or repeal.
ARTICLE VIII. APPROVAL OF AMENDED BYLAWS AND RECORD OF
AMENDMENTS AND REPEALS.
Section 801. Approval and Effective Date. These Bylaws have been
approved as the Bylaws of the Corporation this 14th day of June, 1983, and
shall be effected as of said date.
Section 802. Amendments or Repeals.
Date Amended
Section Involved or Repealed Approved By
---------------- ------------ -----------
<PAGE>
LAKE ARIEL BANCORP, INC
SECRETARY'S CERTIFICATION
1. I certify that the below-described Articles VII and VIII to the
By-laws of this corporation were duly adopted, confirmed, ratified and
approved by the affirmative vote of at least a majority of the issued and
outstanding shares of common stock at the 1987 Annual Meeting held on March
31, 1987:
Article VII
INDEMNIFICATION OF OFFICERS AND EMPLOYEES
Section 701. The Corporation shall indemnify any officer and/or
employee, or any former officer and/or employee, who was or is a party to, or
is threatened, to be made a party to, or who is called to be 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 an 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
interest 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 no reasonable cause to believe that his conduct was unlawful.
Section 702. The Corporation shall indemnify any officer and/or
employee, who was or is a party to, or is threatened to be made a party to, or
who is called 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 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
<PAGE>
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.
Section 703. Except as may be otherwise ordered by a court, there
shall be a presumption that any officer and/or employee is entitled to
indemnification as provided in Sections 701 and 702 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 701 and 702 of this Article.
Section 704. Expenses incurred by an officer and/or employee 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 703 of this
Article upon receipt of an undertaking by or on behalf of the officer and/or
employee to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation.
Section 705. 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 an 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 an officer and/or employee and shall inure to the
benefits of the heirs, executors and administrators of such a person.
Section 706. The Corporation may create a fund of any nature, which
may, but need not be, under the control of a trustee or otherwise secure or
insure in any manner its indemnification obligations arising under this
Article.
Section 707. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was an officer and/or
employee of the Corporation, or is or was serving at the request of the
Corporation as an officer and/or employee of another corporation, partnership,
joint venture, trust or other enterprise against any lability 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 such liability under the provisions of this Article.
Section 708. Indemnification under this Article 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.
<PAGE>
Article VIII
INDEMNIFICATION OF DIRECTORS
Section 801. A director of this 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 upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interest 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, opinion, 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 of 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 person.
(c) 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 802. 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 801.
Section 803. Absent a breach of fiduciary 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 interest of the Corporation.
Section 804. A director of this Corporation shall not be personally
liable for monetary damages as such for any action taken or for any failure to
take any action, unless:
(a) the director has breached or failed to perform the duties of
his office under the provisions of Section 801 and 802, and
(b) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.
<PAGE>
Section 805. The provisions of Section 804 shall not apply to:
(a) the responsibility or liability of a director pursuant to a
criminal statute, or
(b) the liability of a director for the payment of taxes pursuant
to local, state or federal law.
Section 806. The Corporation shall indemnify any director, or any
former director who was or is a party to, or is threatened to be made a party
to, or who is called to be 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
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
attorney' 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 no reasonable cause to believe that his
conduct was unlawful.
Section 807. The Corporation shall indemnify any director 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 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.
Section 808. Except as may be otherwise ordered by a court, there
shall be a presumption that any director is entitled to indemnification as
provided in Sections 806 and 807 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 to the Corporation, a written
opinion as to whether or not the parties involved are entitled to
indemnification under Section 806 and 807 of this Article.
<PAGE>
Section 809. Expenses incurred by a director 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 808 of this Article upon receipt of an
undertaking by or on behalf of the director, officer and/or employee to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article.
Section 810. 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 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 and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 811. The Corporation may create a fund of any nature, which
may, but need not be, under the control of a trustee, or otherwise secure or
insure in any manner its indemnification obligations arising under this
Article.
Section 812. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director 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 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 such liability under
the provisions of this Article.
Section 813. Indemnification under this Article 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.
IN WITNESS WHEREOF, I have hereunto placed my hand and the seal of this
corporation this thirty-first day of March, 1987.
Seal of Corporation -----------------------------
Donald E. Chapman, Secretary
<PAGE>
EXHIBIT A
RESOLVED, that, in accordance with Section 1912 of the Business
Corporation Law of 1988, the Board of Directors approves, ratifies, adopts and
consents to an amendment to Article 5 of the Amended Articles of Incorporation
to read as set forth in full:
5. The aggregate number of shares which the Corporation shall have
authority to issue is: Five Million (5,000,000) shares of Common Stock of the
par value of Forty-Two Cents ($.42) per share (the "Common Stock") and One
Million (1,000,000) shares of Preferred Stock of the par value of One Dollar
and Twenty-Five Cents ($1.25) per share (the "Preferred Stock") with a total
authorized capital of Three Million Three Hundred and Fifty Thousand Dollars
($3,350,000).
The Board of Directors is hereby expressly authorized, by resolution
of resolutions, to provide for series of Preferred Stock out of the unissued
shares of Preferred Stock. Before any shares of any such series are issued,
the Board of Directors shall fix, and hereby is expressly empowered to fix, by
resolution or resolutions, the following provisions of the shares thereof:
(a) the designation of such series, the number of shares
to constitute such series and the stated value thereof if different
from the par value thereof;
(b) whether the shares of such series shall have voting rights, in
addition to any voting rights provided by law, and, if so, the terms of such
voting rights, which may be general or limited;
(c) the dividends, if any, payable on such series, whether any such
dividends shall be cumulative, and, if so, from what dates, the conditions and
dates upon which such dividends shall be payable, and the preference or
relation which such dividends shall bear to the dividends payable on any
shares of stock of any other class or any other series or this class;
(d) whether the shares of such series shall be subject to
redemption by the Corporation, and, if so, the times, prices and
other conditions of such redemption;
A-1
<PAGE>
(e) the amount or amounts payable upon shares of such series upon,
and the rights of the holders of such series in, the voluntary or involuntary
liquidation, dissolution or winding up, or upon any distribution of the
assets, of the Corporation;
(f) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund, and, if so, the extent to and
manner in which any such retirement or sinking fund shall be applied to the
purchase or redemption of the shares of such series for retirement or other
corporate purposes and the terms and provisions relative to the operation
thereof;
(g) whether the shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or any other series of
this class or any other securities, and, if so, the price or prices or the
rate or rates of conversion or exchange and the method, if any, of adjusting
the same, and any other terms and conditions of conversation or exchange;
(h) the limitations and restrictions, if any, to be effective while
any shares of such series are outstanding, upon the payment of dividends or
the making of other distributions on, and upon the purchase, redemption or
other acquisition by the Corporation of, the Common Stock or shares of stock
of any other class or any other series of this class;
(i) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issuance of any additional stock,
including additional shares of such series or of any other series of this
class or of any other class; and
(j) any other powers, preferences and relative, participating,
optional and other special rights, and any qualifications, limitations and
restrictions thereof.
The powers, preferences and relative, participating, optional and
other special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding. All shares of any
one series of Preferred Stock shall be identical in all respects with all
other shares of such series, except that shares of any one series issued at
different times may differ as to the dates from which dividends thereon shall
accrue and/or be cumulative.
A-2
<PAGE>
LAKE ARIEL BANCORP, INC.
AMENDED ARTICLES OF INCORPORATION
AS OF JUNE 30, 1996
7. Corporation's name
The name of the corporation is Lake Ariel Bancorp, Inc.
8. Corporation's Address
The address of this corporation's current registered office in this
Commonwealth and the county of venue is Main Street, Lake Ariel,
Pennsylvania 18436, Wayne County.
9. State of Incorporation and Purpose
This corporation is incorporated under the provisions of the Business
Corporation Law of 1933, as amended, and its purpose is to have
unlimited power to engage in and do any lawful act concerning any or
all lawful business for which corporations may be incorporated under
the provisions of the Business Corporation Law of the Commonwealth of
Pennsylvania.
10. Term of Existence
The term of existence of this corporation is perpetual.
11. Number of Shares
The aggregate number of shares which the Corporation shall have
authority to issue is: Five Million (5,000,000) shares of Common
Stock of the par value of Forty-Two Cents ($.42) per share (the
"Common Stock") and One Million (1,000,000) shares of Preferred Stock
of the par value of One Dollar and Twenty-Five Cents ($1.25) per
share (the "Preferred Stock") with a total authorized capital of
Three Million Three Hundred and Fifty Thousand Dollars ($3,350,000).
The Board of Directors is hereby expressly authorized, by resolution
or resolutions, to provide for series of Preferred Stock out of the
unissued shares of Preferred Stock. Before any shares of any such
series are issued, the Board of Directors shall fix, and hereby is
expressly empowered to fix, by resolution or resolutions, the
following provisions of the shares thereof:
(a) the designation of such series, the number of shares to
constitute such series and the stated value thereof if
different from the par value thereof;
<PAGE>
(b) whether the shares of such series shall have voting rights,
in addition to any voting rights provided by law, and, if
so, the terms of such voting rights, which may be general or
limited;
(c) the dividends, if any, payable on such series, whether any
such dividends shall be cumulative, and, if so, from what
dates, the conditions and dates upon which such dividends
shall be payable, and the preference or relation which such
dividends shall bear to the dividends payable on any shares
of stock of any other class or any other series of this
class;
(d) whether the shares of such series shall be subject to
redemption by the Corporation, and, if so, the times, prices
and other conditions of such redemption;
(e) the amount or amounts payable upon shares of such series
upon, and the rights of the holders of such series in, the
voluntary or involuntary liquidation, dissolution or winding
up, or upon any distribution of the assets, of the
Corporation;
(f) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund, and, if so, the
extent to and manner in which any such retirement or sinking
fund shall be applied to the purchase or redemption of the
shares of such series for retirement or other corporate
purposes and the terms and provisions relative to the
operation thereof;
(g) whether the shares of such series shall be convertible into,
or exchangeable for, shares of stock of any other class or
any other series of this class or any other securities, and,
if so, the price or prices or the rate or rates of
conversion or exchange and the method, if any, of adjusting
the same, and any other terms and conditions of conversion
or exchange;
(h) the limitations and restrictions, if any, to be effective
while any shares of such series are outstanding, upon the
payment of dividends or the making of other distributions
on, and upon the purchase, redemption or other acquisition
by the Corporation of, the Common Stock or shares of stock
of any other class or any other series of this class;
(i) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issuance of any
additional stock, including additional shares of such series
or of any other series of this class or of any other class;
and
(j) any other powers, preferences and relative, participating,
optional and other special rights, and any qualifications,
limitations and restrictions thereof.
<PAGE>
The powers, preferences and relative, participating, optional and
other special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may
differ from those of any and all other series at any time
outstanding. All shares of any one series of Preferred Stock shall be
identical in all respects with all other shares of such series,
except that shares of any one series issued at different times may
differ as to the dates from which dividends thereon shall accrue
and/or be cumulative.
12. Incorporator's Names and Addresses
The name and address of each incorporator is: Joseph W. Collins,
R.D. #4, Lake Ariel, PA 18436; Arthur M. Davis, R.D. #2, Lake Ariel,
PA 18436; and John G. Martines, 27-10th Avenue, Carbondale, PA 18407.
