Exhibit 3.1
AMENDED AND RESTATED BY-LAWS
of
CODORUS VALLEY BANCORP, INC.
As Adopted on January 9, 2024
Section 1.2 The Corporation may also have offices at such other places as the Board of Directors may from time to time designate or the business of the Corporation may require. |
Section 2.5 The shareholders of this Corporation shall not be entitled to propose an amendment to the Corporation’s Articles of Incorporation, except if otherwise specifically provided by statutes. |
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(c) Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors prior to a shareholder meeting, and in addition to any right and authority set forth in this Section 2.6, the Chairman of the meeting shall have the right and authority to prescribe such rules and regulations and procedures and to do all such acts as, in his or her discretion, are appropriate for the proper conduct of such shareholder meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the Chairman, may include, without limitation, the following: convening the meeting and recessing or adjourning the meeting (whether or not a quorum is present); determining and announcing the date and time of the opening and the closing of the polls for each matter upon which the shareholders will vote; the establishment of an agenda or order of business for the meeting; rules and procedures for maintaining order at the meeting and the safety of those present; limitations for attendance at, or participation in, the meeting to shareholders of record entitled to vote at the meeting, their duly authorized and constituted proxies, or such other persons as the Chairman shall determine; establishing rules and procedures with respect to the recess and adjournment of the meeting; restrictions on entry to the meeting after the time fixed for the commencement thereof; restrictions on the use of any audio or video recording devices at the meeting; and limitations on the time allotted to questions or comments by participants. The Chairman shall have the power to recess any meeting of the shareholders at any time and for any reason, without notice other than announcement at the meeting. |
nevertheless constitute a quorum for the purpose of electing directors. At any adjourned meeting at which a quorum shall be present or so represented, any business may be transacted which might have been transacted at the original meeting if a quorum had been present. The shareholders present, in person or by proxy, at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. |
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 transfers of shares during the whole or any part of such period, and in such case written or printed notice thereof shall be mailed at least ten (10) days before closing thereof to each shareholder of record at the address appearing on the records of the Corporation or supplied by him to the Corporation for the purpose of notice. While the stock transfer books of the Corporation are closed, no transfer of shares shall be made thereon. If no record date is fixed by the Board of Directors for the determination of shareholders entitled to receive notice of, and vote at, a shareholders’ meeting, transferees of shares which are transferred on the books of the Corporation within ten (10) days next preceding the date of such meeting shall not be entitled to notice of or to vote at such meeting. |
Section 9.1 Any action required to be taken at a meeting of the shareholders, or of a class of shareholder, may be taken without a meeting, if a consent or consents in writing setting 5
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forth the action so taken shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the Corporation. |
Section 10.1 Only persons who are nominated in accordance with the procedures set forth in this Section 10.1 shall be eligible for election as directors. The Board of Directors, or a duly appointed committee thereof, shall act as a nominating committee for selecting nominees for election as directors. Provided such nominating committee makes such nominations, no nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by shareholders are made in accordance with the provisions of this Section 10.1. Ballots bearing the names of all persons nominated by the nominating committee and by shareholders shall be provided for use at the annual meeting. |
Nominations of individuals for election to the Board of Directors of the Corporation at an annual meeting of shareholders may be made by any shareholder of the Corporation entitled to vote for the election of directors at that meeting who complies with the procedures set forth in this Section 10.1. Such nominations or business proposals for consideration by shareholders, other than those made by the Board of Directors or a nominating committee thereof, shall be made pursuant to timely notice in writing by registered mail to the Secretary of the Corporation as set forth in this Section 10.1. To be timely, a shareholder’s notice shall be delivered by registered mail to or received at the principal executive offices of the Corporation at least ninety (90) days prior to the first anniversary of the date that the Corporation’s proxy statement is released to shareholders in connection with the preceding year’s annual meeting; provided, however, that if the Corporation did not hold an annual meeting the preceding year or if the date of the annual meeting is changed by more than thirty (30) days from the date of the preceding year’s annual meeting, to be timely, notice by the shareholder must be delivered by registered mail not later than the ninetieth (90th) day nor earlier than the one hundred twentieth (120th) day prior to the date of the annual meeting (or, if later the tenth (10th) day following the day on which public announcement is first made of the date of the annual meeting).
Each such shareholder’s notice shall set forth: the name and address, as they appear on the Corporation’s books and records, of the shareholder who intends to make a nomination or bring a business proposal, of any Shareholder Associated Person and of the person or persons to be nominated; a representation that the shareholder is a holder of record of stock 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 notice or to propose such action or actions for consideration by the shareholders; a description of all arrangements or understandings between the nominating shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; a description of any agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to create or mitigate loss to, manage risk or benefit of share price
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changes for, or increase or decrease the voting power of, such shareholder or any Shareholder Associated Person or any such nominee with respect to the Corporation’s securities (a “Derivative Instrument”); to the extent not disclosed pursuant to clause (iv) above, the principal amount of any indebtedness of the Corporation or any of its subsidiaries beneficially owned by such shareholder or by any such Shareholder Associated Person, together with the title of the instrument under which such indebtedness was issued and a description of any Derivative Instrument entered into by or on behalf of such shareholder or such Shareholder Associated Person relating to the value or payment of any indebtedness of the Corporation or any such subsidiary; any proxy, contract, arrangement, understanding or relationship pursuant to which such shareholder or Shareholder Associated Person has a right to vote any shares of stock of the Corporation; any short interest directly or indirectly held by such shareholder or Shareholder Associated Person in any security issued by the Corporation; any rights to dividends on the shares of the Corporation owned beneficially by such shareholder or Shareholder Associated Person that are separated or separable from the underlying shares of the Corporation; any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such shareholder or Shareholder Associated Person is a general partner, or directly or indirectly, beneficially owns an interest in a general partner; any performance-related fees (other than an asset-based fee) that such shareholder or any Shareholder Associated Person is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation, any such interests held by members of such shareholder’s or any Shareholder Associated Person’s immediate family sharing the same household; such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in a proxy statement or other filings required to be made with the Securities and Exchange Commission in connection with the solicitation of proxies with respect to nominees for election as directors, pursuant to Regulation 14A under the Exchange Act including, but not limited to, information required to be disclosed by Items 4, 5, 6 and 7 of Schedule 14A with the Securities and Exchange Commission (or any successors of such items or schedules); the class and number of shares of stock of the Corporation which are beneficially owned by such shareholder on the date of such shareholder notice and, to the extent known, by any other shareholders known by such shareholder to be supporting such nominees on the date of such shareholder notice, the date or dates such shares were acquired and the investment intent at the time such shares were acquired; and a description of any agreement, arrangement or understanding with respect to the proposal and/or the voting of shares of any class or series of stock of the Corporation between or among the shareholders giving the notice and any such Shareholder Associated Person, if any, on whose behalf the proposal is made, any of their respective affiliates or associates and/or any others acting in concert with any of the foregoing.
For purposes of these By-laws, a “Shareholder Associated Person” of any shareholder shall mean any person controlling, directly or indirectly or acting in concert with, such shareholder, any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such shareholder (other than a shareholder that is a depositary), any person controlling, controlled by or under common control with such shareholder or a Shareholder Associated Person as defined in the foregoing clauses (i) and (ii), and (iv) any other shareholder of the Corporation known by such shareholder to support the nominations or other business proposal(s) of such shareholder.
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For purposes of these By-laws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
For a proposed nominee to be eligible to be a nominee for election as a director of the Corporation, the shareholder nominating such proposed nominee must include as part of the shareholder’s notice a written questionnaire with respect to the background and qualifications of such proposed nominee and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire the proposed nominee or the nominating shareholder shall request in writing by registered mail from the Secretary of the Corporation with at least ten (10) days’ prior notice); and a written representation and agreement (which written representation and agreement the proposed nominee or the nominating shareholder shall request in writing by registered mail from the Secretary of the Corporation with at least ten (10) days’ prior notice) that such proposed nominee is not and will not become a party to (1) any agreement, arrangement or understanding (whether written or oral) with, and has not given and will not give any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote in such capacity on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law; is not and will not become a party to any agreement, arrangement or understanding (whether written or oral) with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been disclosed to the Corporation; in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable law and all applicable rules of the U.S. exchange upon which the common stock of the Corporation is listed and all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and other guidelines of the Corporation (including a requirement to preserve and maintain the confidentiality of the Corporation’s material non-public information); consents to being named in the Corporation’s proxy statement and form of proxy as a nominee of the Corporation and to serving a full term if elected as a director of the Corporation; and will provide facts, statements and other information in all communications with the Corporation and its shareholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Board of Directors may reject any notice by a shareholder not timely made in accordance with the requirements of this Section 10.1. The Secretary of the Corporation shall notify a shareholder in writing whether his or her notice has been made in accordance with the time and informational requirements of this Section 10.1. Notwithstanding the procedures set forth in this paragraph, if neither the Board of Directors nor such committee makes a determination as to the validity of any nominations by a shareholder, the Chairman of the meeting shall determine and declare at the annual meeting whether the notice was made in accordance with the terms of this Section 10.1. If the presiding officer determines that a notice was made in accordance with the terms of this Section 10.1, he shall so declare at the annual meeting and ballots shall be provided for use at the meeting with respect to such nominee or proposal. If
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the presiding officer determines that a nomination or proposal was not made in accordance with the terms of this Section 10.1, he shall so declare at the annual meeting and the defective nomination or proposal shall be disregarded.
A shareholder providing notice of a proposed nomination for election to the Board of Directors or business proposal shall update and supplement such notice to the extent necessary so that the information provided or required to be provided in such notice shall be true and correct as of the record date for determining shareholders entitled to notice of the meeting and as of the date that is fifteen (15) days prior to the meeting or any adjournment or postponement thereof, provided that if the record date for determining the shareholders entitled to vote at the meeting is fewer than fifteen (15) days prior to the meeting or any adjournment or postponement thereof, the information shall be supplemented and updated as of such later date. All information provided in the shareholder’s notice must be true and correct as of the date of its initial submission to the Company, and true and correct as of the dates provided in the preceding sentence, and any such update and supplement shall be made only to the extent that information has changed since the shareholder’s prior submission of his or her notice. Any such update and supplement shall be delivered in writing by registered mail to the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) days after the record date for determining shareholders entitled to notice of the meeting (in the case of any update or supplement required to be made as of the record date for determining shareholders entitled to notice of the meeting), not later than ten (10) days prior to the date for the meeting or any adjournment or postponement thereof (in the case of any update or supplement required to be made as of fifteen (15) days prior to the meeting or any adjournment or postponement thereof) and not later than five (5) days after the record date for determining the shareholders entitled to vote at the meeting, but no later than the day prior to the meeting or any adjournment or postponement thereof (in the case of any update and supplement required to be made as of a date fewer than fifteen (15) days prior the date of the meeting or any adjournment or postponement thereof).
The Corporation may require the shareholder providing notice of a proposed nomination for election to the Board of Directors to furnish such other information as it may reasonably require to determine the character, fitness to serve as a director and eligibility of such proposed nominee to serve as a director of the Corporation and to determine the independence of such director under the Exchange Act and the rules and regulations thereunder, applicable stock exchange rules and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Corporation’s directors.
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(c) he fails to attend during any fiscal year of the Corporation at least two-thirds of the regular and special meetings of the Board of Directors without good cause, |
(d) within thirty (30) days after notice of electing, he does not accept such office either in writing or by attending a meeting of the Board of Directors, or |
(e) the Board of Directors determines for any other proper cause such declaration of vacancy is in the best interests of the Corporation. |
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meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or as permitted herein. |
Section 16.2 The compensation of all officers of the Corporation shall be fixed by the Board of Directors. |
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Corporation would have the power to indemnify him against such liability under the provisions of this Article. |
(a) One (1) or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented. |
(b) Counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person. |
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 24.4 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 24.1 and 24.2, and |
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whether or not the parties involved are entitled to indemnification under Sections 24.6 and 24.7 of this Article. |
Any or all of the signatures on the certificate may be a facsimile. If any officer who has signed, or whose facsimile signature has been placed upon, any share certificate shall cease to be such officer because of death, resignation or otherwise before that certificate is issued, it may be issued by the Corporation with the same effect as if the officer had not ceased to be such at the date of issue. |
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Any notice of a meeting of the Board of Directors or of shareholders required to be given pursuant to these By-laws or the Articles of Incorporation or otherwise, shall specify the geographic location, if any, date and time of the meeting; in the case of a special meeting of shareholders or where otherwise required by applicable law or the By-laws, the general nature of the business to be transacted at such meeting; and any other information required by applicable law. |
Article 35 |
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