EXHIBIT 3.1
CITIZENS & NORTHERN CORPORATION
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1.1. Annual Meeting. The regular annual meeting of the
shareholders for the election of directors and the transaction of whatever other
business may properly come before the meeting, shall be held at the Main Office
of the Corporation, City of Wellsboro, or such other place as the Board of
Directors may designate, at 2:00 P.M. on the third Tuesday of April of each
year. Notice of such meeting shall be mailed, postage prepaid, at least ten (10)
days prior to the date thereof, addressed to each shareholder at his address
appearing on the books of the Corporation. If, from any cause, an election of
directors is not made on the said day, the Board of Directors shall order the
election to be held on some subsequent day, as soon thereafter as practicable,
according to the provisions of law; and notice thereof shall be given in the
manner herein provided for the annual meeting.
Section 1.2. Special Meetings. Except as otherwise specifically
provided by statute, special meetings of the shareholders may be called for any
purpose at any time by the Board of Directors or by any three (3) or more
shareholders owning, in the aggregate, not less than twenty percent (20%) of the
stock of the Corporation. Every special meeting, unless otherwise provided by
law, shall be called by mailing, postage prepaid, not less than ten (10) days
prior to the date fixed for such meeting, to each shareholder at his address
appearing on the books of the Corporation, a notice stating the purpose of the
meeting.
Section 1.3. Judges of Election. Every election of directors shall
be managed by three judges, who shall be appointed from among the shareholders
by the Board of Directors. The judges of election shall hold and conduct the
election at which they are appointed to serve; and, after the election, they
shall file with the Secretary a certificate under their hands, certifying the
result thereof and the names of the directors elected. The judges of election,
at the request of the Chairman of the meeting, shall act as tellers of any other
vote by ballot taken at such meeting, and shall certify the result thereof.
Section 1.4. Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this Corporation shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting. Proxies
shall be dated and shall be filed with the records of the meeting.
Section 1.5. Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall
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decide every question or matter submitted to the shareholders at any meeting,
unless otherwise provided by law or by the Articles of Incorporation.
ARTICLE II
DIRECTORS
Section 2.1. Board of Directors. The Board of Directors (the
"Board"), shall have the power to manage and administer the business and affairs
of the Corporation. Except as expressly limited by law, all corporate powers of
the Corporation shall be vested in and may be exercised by said Board.
Section 2.2. Organization Meeting. The Secretary, upon receiving
the certificates of the judges of the result of any election of directors, shall
notify the directors-elect of their election and of the time and place at which
they are to meet for the purpose of organizing the new Board and electing and
appointing officers of the Corporation for the succeeding year. Such meeting
shall be appointed to be held on the day of the election or as soon thereafter
as practicable, and in any event, within thirty (30) days thereof. If, at the
time fixed for such meeting, there shall not be a quorum present, the directors
present may adjourn the meeting, from time to time, until a quorum is obtained.
Section 2.3. Regular Meetings. Regular meetings of the Board shall
be held without notice on the Thursday which first precedes the last Thursday of
each month, unless otherwise directed by the Board, and shall be held at the
Corporation's office located in Wellsboro, Pennsylvania, unless otherwise
directed by the Board. When any regular meeting of the Board falls upon a
holiday, the meeting shall be held the next banking business day, unless the
Board shall designate some other day.
Section 2.4. Special Meetings. Special meetings of the Board may
be called by the Chairman of the Board, or at the request of three (3) or more
directors. Each member of the Board shall be given notice, by telegram, letter,
or in person, stating the time and place of each such special meeting.
Section 2.5. Quorum. A majority of the directors shall constitute
a quorum at any meeting, except when otherwise provided by law; but a less
number may adjourn any meeting, from time to time, and the meeting may be held,
as adjourned, without further notice.
Section 2.6. Vacancies. When any vacancy occurs among the
directors, the remaining members of the Board, in accordance with the laws of
the Commonwealth of Pennsylvania and the Articles of Incorporation, may appoint
a director to fill such vacancy at any regular meeting of the Board, or at a
special meeting called for that purpose.
Section 2.7. Mandatory Retirement. No person who attains the age
of sixty-eight (68) years prior to the date of a regular annual meeting of the
shareholders shall be eligible to be nominated to be elected as a member of the
Board at such meeting.
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Each Advisory Board member who attains the age of seventy (70) years shall no
longer serve as a member of an Advisory Board.
Each director with at least fifteen (15) years of service as a director (which
shall include time, if any, served as a member of an Advisory Board or as a
member of the Board of Citizens & Northern Bank or one of its Advisory Boards)
who becomes ineligible for re-election by reason of this Section 2.7, may at his
option be appointed a Director Emeritus for a term of three (3) years.
Directors Emeriti may be appointed to serve on an Advisory Board in a non-voting
capacity. All Directors Emeriti shall have the privilege of attending, in a
non-voting capacity, the regular meetings of the Board.
ARTICLE III
COMMITTEES AND ADVISORY BOARDS
Section 3.1. Committees. The Board may appoint from time to time
from its own members, committees of one or more persons for such purposes and
with such powers as the Board may determine.
ARTICLE IV
OFFICERS AND EMPLOYEES
Section 4.1. Chairman of the Board. The Board shall appoint one of
its members to be Chairman of the Board to serve at the pleasure of the Board.
He shall preside at all meetings of the Board. He shall have and exercise such
further powers and duties as from time to time may be conferred or assigned to
him by the Board.
Section 4.3. President. The Board shall appoint one of its members
to be President of the Corporation. The President shall have and exercise such
powers and duties as may from time to time be conferred or assigned to him by
the Board.
Section 4.4. Vice President. The Board may appoint one or more
Vice Presidents. Each Vice President shall have such powers as may be assigned
to him by the Board.
Section 4.5. Secretary. The Board shall appoint a Secretary of the
Board and of the Corporation who shall keep accurate minutes of all meetings.
The Secretary shall attend to the giving of all notices required by these
By-laws to be given. He shall be custodian of the corporate seal, records,
documents, and papers of the Corporation. He shall have and may exercise any and
all powers and duties pertaining by law, regulation, or practice to the office
of Secretary or imposed by these By-laws. He shall also perform such other
duties as may be designated to him from time to time by the Board.
Section 4.6. Treasurer. The Board shall appoint a treasurer who
shall have responsibility for all funds and valuables of the Corporation and
shall give such bond, if any,
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with or without sureties, as the Board may require, and shall perform such
other duties as are incident to his office or as may be required by the Board.
Section 4.7. Other Officers. The Board may appoint one or more
Assistant Vice Presidents; one or more Assistant Secretaries; one or more
Assistant Treasurers; and such other officers and attorneys-in-fact as may from
time to time appear to the Board to be required or desirable to transact the
business of the Corporation. Such officers shall respectfully exercise such
powers and perform such duties as pertaining to their several offices or as may
be conferred or assigned to them by the Board, Chairman of the Board, or the
President.
Section 4.8. Clerks and Agents. The Board may appoint from time to
time such other clerks, agents, and employees as it may deem advisable for the
prompt and orderly transaction of the business of the Corporation. In addition,
the Board may define their duties, fix the salaries to be paid them, and dismiss
them, subject to the authority of the President and the Chairman of the Board or
any other officer of the Corporation authorized to appoint and dismiss all or
any clerks, agents, and employees and prescribe their duties and conditions of
their employment from time to time and fix their compensation.
Section 4.9. Tenure of Office. The President and Chairman of the
Board shall hold their office for the current year for which they were elected
until the next organizational meeting of the Board, unless they shall resign,
become disqualified, or be removed. Any vacancy occurring in the office of the
Chairman of the Board or President shall be filled promptly by the Board.
Section 4.10. Multiple Offices. Any number of offices may be held
by the same person, in the discretion of the Board.
ARTICLE V
STOCK AND STOCK CERTIFICATES
Section 5.1. Transfers. Shares of stock shall be transferable on
the books of the Corporation, and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder by
such transfer shall, in proportion to his shares, succeed to all rights and
liabilities of the prior holder of such shares.
Section 5.2. Stock Certificates. Certificates of stock shall bear
the signature of the President (which may be engraved, printed, or impressed),
and shall be signed manually or by facsimile process by the Secretary or
Assistant Secretary, or any other officer appointed by the Board for that
purpose, to be known as the Authorized Officer, and the seal of the Corporation
shall be engraved thereon. Each certificate shall recite on its face that the
stock represented thereby is transferable only upon the books of the Corporation
properly endorsed.
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ARTICLE VI
CORPORATE SEAL
The Chairman of the Board, President, Treasurer, Secretary, or any
Assistant Treasurer or Assistant Secretary, or other officer thereunto
designated by the Board, shall have authority to affix the corporate seal to any
document requiring such seal, and to attest the same. Such seal shall be
substantially in the following form:
(SEAL)
ARTICLE VII
LIABILITY OF DIRECTORS
No director of the Corporation shall be personally liable for
monetary damages for any action taken, or any failure to take any action, unless
the director has breached or failed to perform the duties of his office as set
forth in the Directors' Liability Act (42 Pa. C.S. 8361 et seq.) and such breach
or failure constitutes self-dealing, willful misconduct, or recklessness. The
provisions of this Article VII shall not apply with respect to the
responsibility or liability of a director under any criminal statute or the
liability of a director for the payment of taxes pursuant to local, state, or
federal law.
ARTICLE VIII
INDEMNIFICATION
Section 8.1. Indemnification. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative by reason of the fact that such
person is or was a director, officer, employee, or agent 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), amounts paid in
settlement, judgments, and fines actually and reasonably incurred by such person
in connection with such action, suit, or proceeding; provided, however, that no
indemnification shall 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.
Section 8.2. Advancement of Expenses. Expenses (including
attorneys' fees) incurred in defending a civil or criminal action, suit, or
proceeding shall be paid by the Corporation in advance of the final disposition
of such action, suit, or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee, or agent to repay such amount if it
shall be ultimately determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article VIII.
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Section 8.3. Nonexclusivity. The indemnification provided by this
Article VIII shall not be deemed exclusive of any other right to which persons
seeking indemnification may be entitled under any agreement, vote of
shareholders or disinterested directors, or otherwise, both as to actions in
such persons' official capacity and as to their actions in another capacity
while holding office, and shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such person.
Section 8.4. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent 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, or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or arising
out of such person's status as such, whether or not the Corporation would have
the power to indemnify such person against such liability under the provisions
of this Article VIII.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.1. Fiscal Year. The fiscal year of the Corporation
shall be the calendar year.
Section 9.2. Execution of Instruments. All agreements, indentures,
mortgages, deeds, conveyances transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies, and other instruments or
documents may be signed, executed, acknowledged, verified, delivered, or
accepted in behalf of the Corporation by the Chairman of the Board, or the
President, or any Vice President, or the Secretary, or the Treasurer. Any
instruments may also be executed, acknowledged, verified, delivered, or accepted
in behalf of the Corporation in such other manner and by such other officers as
the Board may from time to time direct. The provisions of this Section 9.2 are
supplementary to any other provision of these By-laws.
Section 9.3. Records. The By-laws, Articles of Incorporation, and
the proceedings of all meetings of the shareholders, the Board, and standing
committees of the Board, shall be recorded in appropriate minute books provided
for the purpose. The minutes of each meeting shall be signed by the Secretary or
such other officer appointed to act as Secretary of the meeting.
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ARTICLE X
BY-LAWS
Section 10.1. Amendments. These By-laws may only be amended as
provided in the Articles of Incorporation. No amendment may be made unless the
By-laws, as amended, are consistent with the laws of the Commonwealth of
Pennsylvania and the Articles of Incorporation.
Section 10.2. Severability. If a final judicial determination is
made or an order is issued by a court or government regulatory agency having
jurisdiction that any provision of these By-laws is unreasonable or otherwise
unenforceable, such provision shall not be rendered void, but shall be deemed
amended to apply to the maximum extent as such court or government regulatory
agency may determine or indicate to be reasonable. If, for any reason, any
provision of these By-laws shall be held invalid, such invalidity shall not
affect any other provision of these By-laws not held so invalid, and each such
other provision shall, to the full extent consistent with law, continue in full
force and effect. If any provision of these By-laws shall be held invalid in
part, such invalidity shall in no way affect the remainder of such provision,
and the remainder of such provision, together with all other provisions of these
By-laws shall, to the full extent consistent with law, continue in full force
and effect.
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