Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - PENSECO FINANCIAL SERVICES CORP | d307351d8k.htm |
| EX-3.1 - AMENDED AND RESTATED BYLAWS - PENSECO FINANCIAL SERVICES CORP | d307351dex31.htm |
Exhibit 3.2
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
Articles of Amendment-Domestic Corporation
(15 Pa.C.S.)
x Business Corporation (§ 1915)
¨ Nonprofit Corporation (§ 5915)
| Name | Document will be returned to the name and address you enter to the left. Ü | |||||
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Fee: $70
In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:
| 1. The name of the corporation is:
Penseco Financial Services Corporation |
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| 2. The (a) address of this corporation’s 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) Number and Street 150 North Washington Avenue |
City Scranton |
State Pennsylvania |
Zip 18503-1848 |
County Lackawanna | ||||
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| (b) Name of Commercial Registered Office Provider | County | |||||||
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| 3. The statute by or under which it was incorporated: PA Business Corporation Law of 1988, as amended |
| 4. The date of its incorporation: 10/01/1997 |
| 5. Check, and if appropriate complete, one of the following: | ||||||||
| x The amendment shall be effective upon filing these Articles of Amendment in the Department of State. | ||||||||
| ¨ The amendment shall be effective on: | at | |||||||
| Date | Hour | |||||||
DSCB:15-1915/5915–2
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6. Check one of the following:
¨ The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or § 5914(a).
x The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c) or § 5914(b).
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7. Check, and if appropriate, complete one of the following:
¨ The amendment adopted by the corporation, set forth in full, is as follows
x The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.
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8. Check if the amendment restates the Articles:
¨ The restated Articles of Incorporation supersede the original articles and all amendments thereto.
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IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this
23rd day of February, 2012 .
Penesco Financial Services Corporation Name of Corporation
/s/ Craig W. Best Signature
President and Chief Executive Officer Title
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EXHIBIT A
TO THE ARTICLES OF AMENDMENT OF
PENSECO FINANCIAL SERVICES CORPORATION
1. A new Article TENTH of the Articles of Incorporation of Penseco Financial Services Corporation shall be added, and shall read in its entirety as follows:
TENTH: Any and all classes or series of shares of capital stock of the Corporation, or any part thereof, may be represented by uncertificated shares to the extent determined by the Board of Directors, except as required by applicable law, including that shares represented by a certificate that is issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the Corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required by applicable law to be set forth or stated on certificates. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical.