Attached files
file | filename |
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10-Q - FORM 10-Q - CODORUS VALLEY BANCORP INC | c08453e10vq.htm |
EX-4 - EXHIBIT 4 - CODORUS VALLEY BANCORP INC | c08453exv4.htm |
EX-32 - EXHIBIT 32 - CODORUS VALLEY BANCORP INC | c08453exv32.htm |
EX-4.1 - EXHIBIT 4.1 - CODORUS VALLEY BANCORP INC | c08453exv4w1.htm |
EX-10.2 - EXHIBIT 10.2 - CODORUS VALLEY BANCORP INC | c08453exv10w2.htm |
EX-10.1 - EXHIBIT 10.1 - CODORUS VALLEY BANCORP INC | c08453exv10w1.htm |
EX-10.3 - EXHIBIT 10.3 - CODORUS VALLEY BANCORP INC | c08453exv10w3.htm |
EX-31.2 - EXHIBIT 31.2 - CODORUS VALLEY BANCORP INC | c08453exv31w2.htm |
EX-10.4 - EXHIBIT 10.4 - CODORUS VALLEY BANCORP INC | c08453exv10w4.htm |
EX-31.1 - EXHIBIT 31.1 - CODORUS VALLEY BANCORP INC | c08453exv31w1.htm |
EXHIBIT 3.1
AMENDED ARTICLES OF INCORPORATION OF THE REGISTRANT
CODORUS VALLEY BANCORP, INC.
DSCB204 (Rev:81) | PLEASE INDICATE (CHECK ONE) | FEE | ||||||
TYPE CORPORATION: | $ | 75.00 | ||||||
ARTICLES OF INCORPORATION
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þ | DOMESTIC BUSINESS CORPORATION | ||||||
COMMONWEALTH OF PENNSYLVANIA
|
DOMESTIC BUSINESS CORPORATION | |||||||
DEPARTMENT OF STATE
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A CLOSE BUSINESS COMPLETE BACK | |||||||
CORPORATION BUREAU
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DOMESTIC PROFESSIONAL CORPORATION | |||||||
308 NORTH OFFICE
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ENTER BOARD LICENSE NO. | |||||||
BUILDING, HARRISBURG,
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PA 17120
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010 | NAME OF CORPORATION (MUST CONTAIN CORPORATE INDICATOR UNLESS EXEMPT UNDER 15 P.S. 2908 B) |
Codorus Valley Bancorp, Inc.
011 | ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER NOT ACCEPTABLE) |
One Manchester Street
012
|
CITY | 033 COUNTY | 013 STATE | 064 ZIP CODE | ||||||
Glen Rock | York | PA | 17327 |
050 | EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION |
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.
(ATTACH 8 1/2 X 11 SHEET IF NECESSARY)
The Aggregate Number of Shares, Classes of Shares and Par Value of Shares Which the Corporation
Shall have Authority to Issue:
040
|
Number and Class of Shares | 041 | Stated Par Value Per Share, if any | 042 | Total Authorized Capital | 031 | Term of Existence | |||||||||||||||||
Five Million (5,000,000) Shares of Common Stock | $ | 2.50 | $ | 12,500,000 | Perpetual |
The Name and Address of Each Incorporator, and the Number and Class of Shares Subscribed to by each
Incorporator:
060 Name
|
(Street, City, 061, 062 State, |
Number and Class of | ||
063, 064 Address Zip Code) | Shares | |||
William U. Kapp
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122 Hayward Heights Glen Rock, PA 17327 |
1 share common stock |
||
Larry J. Miller
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102 Raypaula Drive Shrewsbury, PA 17361 |
1 share common stock |
||
Jeffrey C. Bortner
|
171 South Royal Street York, PA 17402 |
1 share common stock |
||
Sterling E. Baugher
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R.D. #2, P.O. Box 2222 Spring Grove, PA 17362 | 1 share common stock |
IN TESTIMONY WHEREOF, THE INCORPORATOR(S) HAS (HAVE) SIGNED AND SEALED THE ARTICLES OF
INCORPORATION THIS THIRTIETH DAY OF SEPTEMBER, 1986.
/s/ William U. Kapp
|
/s/ Jeffrey C. Bortner | |
/s/ Larry J. Miller
|
/s/ Sterling E. Baugher | |
- FOR OFFICE USE ONLY -
8659 122
CODORUS VALLEY BANCORP, INC.
ARTICLES OF INCORPORATION
ARTICLES OF INCORPORATION
ADDITIONAL ARTICLES
7. No merger, consolidation, liquidation or dissolution of this corporation nor any action
that would result in the sale or other disposition of all or substantially all of the assets of
this corporation shall be valid unless first approved by the affirmative vote of the holders of at
least seventy-five percent (75%) of the outstanding shares of Common Stock of this corporation.
This Article 7 may not be amended unless first approved by the affirmative vote of the holders of
at least seventy-five percent (75%) of the outstanding shares of Common Stock of this corporation.
8. Cumulative voting rights shall not exist with respect to the election of directors.
9. (a) The Board of Directors may, if it deems advisable, oppose a tender or other offer
for the corporations securities, whether the offer is in cash or in the securities of a
corporation or otherwise. When considering whether to oppose an offer, the Board of Directors may,
but is not legally obligated to, consider any relevant, germane or pertinent issue; by way of
illustration, but not to be considered any limitation on the power of the Board of Directors to
oppose a tender or other offer for this corporations securities, the Board of Directors may, but
shall not be legally obligated to, consider any or all of the following:
(i) Whether the offer price is acceptable based on the historical and
present operating results or financial condition of this corporation;
(ii) Whether a more favorable price could be obtained for this
corporations securities in the future;
(iii) The social and economic effects of the offer or transaction on this
corporation and any of its subsidiaries, employees, depositors, loan and
other customers, creditors, shareholders and other elements of the communities in
which this corporation and any of its subsidiaries operate or are
located;
(iv) The reputation and business practice of the offeror and its
management and affiliates as they would affect the shareholders, employees,
depositors and customers of the corporation
and its subsidiaries and the future value of the corporations stock;
(v) The value of the securities (if any) which the offeror is offering in
exchange for the corporations securities, based on an analysis of
the worth of the corporation or other entity whose securities are being offered;
8659 123
CODORUS VALLEY BANCORP, INC.
(vi) The business and financial conditions and earnings prospects of the
offeror, including, but not limited to, debt service and other existing or
likely financial obligations of the offeror, and the possible affect of such
conditions upon this corporation and any of its subsidiaries and the
other elements of the communities in which this corporation and any of its
subsidiaries operate or are located;
(vii) Any antitrust or other legal and regulatory issues that are raised by
the offer.
(b) If the Board of Directors determines that an offer should be rejected, it may take any
lawful action to accomplish its purpose, including, but not limited to, any or all of the
following: advising shareholders not to accept the offer; litigation against the offeror; filing
complaints with all governmental and regulatory authorities; acquiring the offeror corporations
securities; selling or otherwise issuing authorized but unissued securities or treasury stock or
granting options with respect thereto; acquiring a company to create an antitrust or other
regulatory problem for the offeror; and obtaining a more favorable offer from another individual or
entity.
91231566
Microfilm Number
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Filed with the Department of State on | |
Entity Number 938777 |
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/s/ | ||
Secretary of the Commonwealth |
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
DEPARTMENT OF STATE
CORPORATION BUREAU
ARTICLES OF AMENDMENT DOMESTIC BUSINESS CORPORATION
In compliance with the requirements of 15 Pa. C.S. Section 1915 (relating to articles of
amendment), the undersigned business corporation, desiring to amend its Articles, does hereby
certify and state that:
1. | The Name of the Corporation is: |
Codorus Valley Bancorp, Inc.
2. | The Address, including street and number, of its Registered Office in this Commonwealth is: (The Department of State is hereby authorized to correct the following statement to conform to the records of the Department): |
One Manchester Street, Glen Rock, York County,
Pennsylvania 17327.
3. | The Statute by or under which the Corporation was Incorporated is: |
Business Corporation Law of 1933, Act of May 5,
1933, P.L. 364, as amended.
1933, P.L. 364, as amended.
4. | The Date of its Incorporation is: |
October 7, 1986
5. | The Manner in which the Amendment was Adopted by the Corporation is: |
The amendment was duly adopted and proposed to the Shareholders by the Board of
Directors on March 12, 1991. The amendment was adopted by the
Shareholders of the Corporation pursuant to Section 1914(a) and (b) of the Business
Corporation Law of 1988, as amended, at the 1991
91231567
Annual Meeting of Shareholders duly called and convened pursuant to a Notice of
Annual Meeting of Shareholders, Proxy Statement, and Form of Proxy
dated March 25, 1991 and first sent on or about March 25, 1991 by United States
Mail, first class postage prepaid, to the shareholders of record as
of the Record Date of March 18, 1991. The 1991 Annual Meeting of Shareholders was
held at 10:00 a.m., prevailing time, on Tuesday, April 23, 1991 at
the Holiday Inn (formerly the Sheraton Inn -York), White Rose Room, US Route 30 at
Route 74, York, Pennsylvania 17404. The total number of shares
outstanding was 913,000 with each share entitled to one vote. The total number of
shares entitled to vote was 913,000. The total number of shares
voted for the amendment was 665,760 and the total number of shares voted against the
amendment was 101,852 and the total number of shares abstaining from
voting on the matter was 21,946. Thus, the amendment was approved and adopted by
72.9% of the Shareholders, which constitutes a majority of the votes
cast by all Shareholders entitled to vote at the 1991 Annual Meeting of
Shareholders.
6. | The Amendment shall be Effective upon filing these Articles of Amendment with the Commonwealth of Pennsylvania, Department of State. | ||
7. | The Amendment adopted by the Corporation as set forth in full in Exhibit A attached hereto and made a part hereof. |
91231568
IN TESTIMONY WHEREOF, the undersigned Corporation has caused these Articles of Amendment to be
signed by a duly authorized officer and its corporate seal, duly attested by another such officer,
to be hereunto affixed this 23rd day of April, 1991.
CODORUS VALLEY BANCORP, INC. | ||||
Attest: |
||||
/s/ Barry A. Keller
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By | /s/ Larry J. Miller | ||
Barry A. Keller, Secretary
|
Larry J. Miller, President |
(CORPORATE SEAL)
91231569
EXHIBIT A
Article 4 of the Articles of Incorporation of Codorus Valley Bancorp, Inc. is amended and
restated to read in full and in its entirety as follows:
4. (a) The aggregate number of shares which the Corporation shall have authority to issue
is ten million (10,000,000) shares of Common Stock of the par value of Two Dollars and Fifty Cents
($2.50) per share (the Common Stock), and one million (1,000,000) shares of Series Preferred
Stock of the par value of Two Dollars and Fifty Cents ($2.50) per share (the Preferred Stock).
(b) The Preferred Stock may be issued from time to time by the Board of Directors as herein
provided in one or more series upon the affirmative vote of at least two-thirds of the members of
the Board of Directors at any regular or special meeting thereof duly convened after due notice to
the directors. The designations, relative rights, preferences and limitations of the Preferred
Stock, and particularly of the shares of each series thereof, may, to the extent permitted by law,
be similar to or may differ from those of any other series. The Board of Directors of the
Corporation is hereby expressly authorized, subject to the other provisions of this Article 4, by
filing a statement pursuant to the applicable provisions of the Business Corporation Law of 1988,
as amended, to make division of such authorized shares of Preferred Stock into series and to
determine the designations, number of shares, relative rights (including the right, to the extent
permitted by law, to convert into shares of any class or any series of any class), voting rights,
preferences and limitations of the shares in each such series, and to issue such Preferred Stock as
so divided and determined, including but without limiting the generality of the foregoing, the
following:
(i) The number of shares to constitute such series (which number may at any time, or
from time to time, be increased or decreased by the Board of Directors, notwithstanding that shares
of the series may be outstanding at the time of such increase or decrease, unless the Board of
Directors shall have otherwise provided in creating such series) and the distinctive designation
thereof;
(ii) The dividend rate on the shares of such series, whether or not dividends on the
shares of such series shall be cumulative, and the date or dates, if any, from which dividends
thereon shall be cumulative;
(iii) Whether or not the shares of such series shall be redeemable, and, if redeemable,
the date or dates upon or after which they shall be redeemable and the amount or amounts per share
(which shall be, in the case of each share, not less than its preference upon involuntary
liquidation, plus an amount equal to all dividends thereon accrued and unpaid, whether or not
earned or declared) payable thereon in the case of the redemption thereof, which amount may vary at
different redemption dates or otherwise as permitted by law;
(iv) The right, if any, of holders of shares of such series to convert the same into, or
exchange the same for, Common Stock or other stock as permitted by law, and the terms and
conditions of such conversion or exchange, as well as provisions for adjustment of the conversion
rate in such events as the Board of Directors shall determine;
(v) The amount per share payable on the shares of such series upon the voluntary and
involuntary liquidation, dissolution or winding-up of the Corporation;
(vi) Whether the holders of shares of such series shall have voting power, full or
limited, in addition to the voting powers provided by law, and, in case additional voting powers
are accorded, to fix the extent thereof; and
(vii) Generally to fix the other rights and privileges and any qualifications, limitations
or restrictions of such rights and privileges of such series, provided, however, that no such
rights, privileges, qualifications, limitations or restrictions shall be in conflict with the
Articles of Incorporation of the Corporation or with the resolution or resolutions adopted by the
Board of Directors providing for the issue of any series of which there are shares then
outstanding.
(c) All shares of Preferred Stock of the same series shall be identical in all respects,
except that shares of any one series issued at different times may differ as to dates, if any, from
which dividends thereon may accumulate. All shares of Preferred Stock of all series shall be of
equal rank and shall be identical in all respects, except that to the extent not otherwise limited
in this Article 4 any series may differ from any other series with respect to any one or more of
the designations, relative rights, preferences and limitations described or referred to in
subparagraphs (b)(i) to (vii) inclusive of this Article 4.
91231570
(d) Dividends on the outstanding Preferred Stock of each series shall be declared and paid or
set apart for payment before any dividends shall be declared and paid or set apart for payment on
the Common Stock with respect to the same quarterly dividend period. Dividends on any shares of
Preferred Stock shall be cumulative only if and to the extent set forth in a statement filed
pursuant to law. After dividends on all shares of Preferred Stock (including cumulative dividends
if and to the extent any such shares shall be entitled thereto) shall have been declared and paid
or set apart for payment with respect to any quarterly dividend period, then and not otherwise as
long as any shares of Preferred Stock shall remain outstanding, dividends may be declared and paid
or set apart for payment with respect to the same quarterly dividend period on the Common Stock out
of the assets or funds of the Corporation legally available therefor.
(e) All shares of Preferred Stock of all series shall be of equal rank, preference and
priority as to dividends irrespective of whether or not the rates of dividends to which the
particular series of Preferred Stock shall be entitled shall be the same and when the stated
dividends are not paid in full, the shares of all series of Preferred Stock shall share ratably in
the payment thereof in accordance with the sums which would be payable on such shares if all
dividends were paid in full, provided, however, that any two or more series of Preferred Stock may
differ from each other as to the existence and extent of the right to cumulative dividends, as
aforesaid.
(f) Except as otherwise specifically provided in a statement filed pursuant to law with
respect to any series of Preferred Stock or as otherwise provided by law, the Preferred Stock shall
not have any right to vote for the election of directors or for any other purpose and the Common
Stock shall have the exclusive right to vote for the election of directors and for all other
purposes. Each holder of Common Stock shall be entitled to one vote for each share thereof held.
In all instances in which voting rights are granted to the Preferred Stock or any series thereof,
such Preferred Stock or series shall vote with the Common Stock as a single class, except with
respect to any vote for the approval of any merger, consolidation, liquidation or dissolution of
the Corporation and except as otherwise provided in the statement filed pursuant to law with
respect to any series of the Preferred Stock or as otherwise provided by law.
(g) In the event of any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, each series of Preferred Stock shall have preference and priority over
the Common Stock for payment of the amount to which each outstanding series of Preferred Stock
shall be entitled in accordance with the provisions thereof and each holder of Preferred Stock
shall be entitled to be paid in full such amount, or have a sum sufficient for the payment in full
set aside, before any payments shall be made to the holders of Common Stock. If, upon liquidation,
dissolution or winding up of the Corporation, the assets of the Corporation or the proceeds
thereof, distributable among the holders of the shares
of all series of Preferred Stock shall be insufficient to pay in full the preferential amount
aforesaid, then such assets, or the proceeds thereof, shall be distributed among such holders
ratably in accordance with the respective amounts which would be payable if all amounts payable
thereon were paid in full. After the holders of the Preferred Stock of each series shall have been
paid in full the amounts to which they respectively shall be entitled, or a sum sufficient for the
payment in full set aside, the remaining net assets of the Corporation shall be distributed pro
rata to the holders of the Common Stock in accordance with their respective rights and interests,
to the exclusion of the holders of the Preferred Stock. A consolidation or merger of the
Corporation with or into another corporation or corporations, or a sale, whether for cash, shares
of stock, securities or properties, of all or substantially all of the assets of the Corporation,
shall not be deemed or construed to be a liquidation, dissolution or winding up of the Corporation
within the meaning of this Article 4.
(h) In the event that Preferred Stock of any series shall be made redeemable as provided in
subparagraph (b)(iii) of this Article 4, the Corporation, at the option of the Board of Directors,
may redeem at any time or times, from time to time, all or any part of any one or more series of
Preferred Stock outstanding by paying for each share the then applicable redemption price fixed by
the Board of Directors as provided herein, plus an amount equal to accrued and unpaid dividends to
the date fixed for redemption, upon such notice and terms as may be specifically provided in the
statement filed pursuant to law with respect to such series of Preferred Stock.
(i) No holder of Preferred Stock of the Corporation shall be entitled, as such, as a matter
of right, to subscribe for or purchase any part of any new or additional issue of stock of any
class or series whatsoever, any rights or options to purchase stock of any class or series
whatsoever or any securities convertible into, exchangeable for or carrying rights or options to
purchase stock of any class or series whatsoever, whether now or hereafter authorized, and whether
issued for cash or other consideration or by way of dividend.
Microfilm Number
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Filed with Department of State on NOV 12 1997 | |
Entity Number 938777
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/s/ | |
Secretary of the Commonwealth |
STATEMENT OF CHANGE OF REGISTERED OFFICE
DSCB: 15-1507/4144/5507/6144/8506 (Rev 90)
DSCB: 15-1507/4144/5507/6144/8506 (Rev 90)
Indicate type of entity (check one):
þ
|
Domestic Business Corporation (15 Pa.C.S. § 1507) | o Foreign Nonprofit Corporation (15 Pa.C.S. § 6144) | ||
o
|
Foreign Business Corporation (15 Pa.C.S. § 4144) | o Domestic Limited Partnership (15 Pa.C.S. § 8506) | ||
o
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Domestic Nonprofit Corporation (15 Pa.C.S. § 5507) |
In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to
corporations and unincorporated associations) the undersigned corporation or limited partnership,
desiring to effect a change of registered office, hereby states that:
1. | The name of the corporation or limited partnership is: CODORUS VALLEY BANCORP, INC. | |
2. | The (a) address of this corporations or limited partnerships current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is: (the Department is hereby authorized to correct the following information to conform to the records of the Department): |
(a)
|
One Manchester Street | Glen Rock | PA | 17327 | York | |||||||
Number and Street | City | State | Zip | County | ||||||||
(b)
|
c/o: | |||||||||||
Name of Commercial Registered Office Provider |
County |
For a corporation of a limited partnership represented by a commercial registered office
provider, the county in (b) shall be deemed the county in which the corporation or limited
partnership is located for venue and official publication purposes.
3. | (Complete part (a) or (b)): |
(a) | The address to which the registered office of the corporation or limited partnership in this Commonwealth is to be changed is: |
105 Leader Heights Road | York | PA | 17403 | York | ||||||||
Number and Street | City | State | Zip | County |
(b) | The registered office of the corporation or limited partnership shall be provided by: |
c/o: | ||||||||||
Name of Commercial Registered Office Provider | County |
For a corporation or limited partnership represented by a commercial registered office
provider, the county in (b) shall be deemed the county in which the corporation or limited
partnership is located for venue and official publication purposes.
PA DEPT. OF STATE
NOV 12 1997
NOV 12 1997
4. | (Strike out if a limited partnership): Such change was authorized by the Board of Directors of the corporation. |
IN TESTIMONY WHEREOF, the undersigned corporation or limited partnership has caused this
statement to be signed by a duly authorized officer thereof this 28th day of October,
1997.
Codorus Valley Bancorp, Inc. (Name of Corporation/Limited Partnership) |
||||
BY: | /s/ Larry J. Miller | |||
TITLE: President | ||||
:129431