Meridian Corp (Form: 8-K12G3, Received: 08/24/2018 17:18:05)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

(Rule 12g-3(a))

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 24, 2018

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania		To be assigned*		83-1561918
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9 Old Lincoln Highway, Malvern, Pennsylvania		19355
(Address of principal executive offices)		(Zip Code)

(484) 568-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

* This report is filed by the Registrant as successor issuer to Meridian Bank (the “Bank”). The Bank’s common stock previously was registered under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and, pursuant to Section 12(i) of the Exchange Act, the Bank’s periodic reports were filed with the Federal Deposit Insurance Corporation. The Registrant’s common stock is deemed to be registered under Section 12(b) of the Exchange Act by virtue of Rule 12g-3(a).

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01. Other Events.

[In this Current Report on Form 8-K, the terms “we,” “us,” and “our”

refer to the Registrant, Meridian Corporation]

COMPLETION OF SHARE EXCHANGE

We were incorporated on June 8, 2009, by and at the direction of the board of directors of Meridian Bank (the “Bank”) for the sole purpose of acquiring the Bank and serving as the Bank’s parent bank holding company. Effective August 24, 2018 at 5:00 p.m. (the “Effective Time”), we acquired the Bank in a merger and reorganization (the “Reorganization”) effected under Pennsylvania law and in accordance with the terms of a Plan of Merger and Reorganization dated April 26, 2018 (the “Agreement”). Prior to the Effective Time, we had no material assets and had not conducted any business or operations except for activities related to our organization and the Reorganization.

The Agreement and the Reorganization previously were approved by the Bank’s shareholders at the Bank’s annual meeting held on May 25, 2017. Pursuant to the Agreement, at the Effective Time each of the 6,402,385 outstanding shares of the Bank’s $1.00 par value common stock formerly held by its shareholders was converted into and exchanged for one newly issued share of our $1.00 par value common stock, and the Bank became our subsidiary. The shares of our common stock issued to the Bank’s shareholders were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption from registration provided by Section 3(a)(12) of the Securities Act.

Also at the Effective Time, we assumed the Bank’s obligations under the following plans, which are collectively referred to herein as the “Plans”:

· Meridian Bank Supplemental Executive Retirement Deferred Compensation Plan;

· Meridian Bank Employee Stock Ownership Plan; and

· Meridian Bank 2004 Stock Option Plan, as amended June 15, 2006;

· Meridian Bank 401(K) Profit Sharing Plan;

· Meridian Bank 2016 Equity Incentive Plan;

At the Effective Time, each then-current outstanding option to purchase shares of the Bank’s common stock (“Stock Options”) under the Plans was converted into an option to purchase the same number of shares of our common stock on the same terms and conditions as were in effect with respect to those outstanding Stock Options under the written agreements pertaining thereto and the written plans under which such Stock Options were issued.

Our directors are the eight directors of the Bank, and our current shareholders consist of the former common shareholders of the Bank who own the same percentages of our common stock as they previously owned of the Bank’s common stock. Shareholders holding physical stock certificates will receive transmittal materials from us instructing such holders how to properly surrender their certificates representing shares of Bank common stock. Our common stock has become listed on the Nasdaq Capital Market in place of the Bank’s common stock. The trading symbol for our common stock is “MRBK” which is the same as the Bank’s former trading symbol.

We are a Pennsylvania business corporation that will operate as a registered bank holding company under the Bank Holding Company Act of 1956, as amended. As such, we are subject to supervision and examination by, and the regulations and reporting requirements of, the Board of Governors of the Federal Reserve System. We have no other subsidiaries. Our principal office is the same as the Bank’s main banking office and is located at 9 Old Lincoln Highway, Malvern, Pennsylvania. Our telephone number at that address is (484) 568-5000.

The Bank is an insured, Pennsylvania state-chartered commercial bank which was incorporated during 2004 and which engages in a full-service commercial and consumer banking business. The Bank’s primary focus is to serve small and middle-market businesses and their executives, entrepreneurs, real estate investors, professionals and high net worth individuals with a variety of financial services and solutions. The Bank will continue to exist and to conduct its business in the same manner and under the same name as it did before the Reorganization.

At the Effective Time, the Bank’s common stock was registered under Section 12(b) of the Exchange Act by virtue of its listing on the Nasdaq Capital Market. The Bank was subject to the information requirements of the Exchange Act and, in accordance with Section 12(i) thereof, it filed annual, quarterly, and current reports, proxy statements, and other information with the Federal Deposit Insurance Corporation (the “FDIC”). Copies of reports filed by the Bank are on file with the FDIC and are available for inspection at the office of the FDIC’s Accounting and Securities Disclosure Section located at 550 17 th Street, N.W., Washington, DC 20429. Copies of those reports also may be obtained by contacting the FDIC’s Accounting and Securities Disclosure Section at (202) 898-8913, or by e-mail at PublicBankReports@FDIC.gov.

As a result of the Reorganization, we have become a successor issuer to the Bank as provided in the Commission’s Rule 12g-3(a) under the Exchange Act, and our common stock is deemed to be registered under Section 12(b) of the Exchange Act. We have become subject to the information requirements of the Exchange Act and will file reports, proxy statements, and other information with the Commission. This Current Report on Form 8-K is our initial report under the Exchange Act.

DESCRIPTION OF REGISTRANT’S CAPITAL STOCK

General

Our Articles of Incorporation authorize us to issue up to 10,000,000 shares of common stock with a par value of $1.00 per share and 5,000,000 shares of preferred stock with no stated par value. Our board of directors, in its sole discretion, has authority to sell any treasury stock and/or unissued securities, options, warrants, or other rights to purchase any security of the corporation, upon such terms as it deems advisable, including without limitation the division of shares into classes and into series within any class, the determination of the designation and the number of shares of any class or series and the determination of the voting rights, preferences, limitations and special rights, if any, of the shares of any class or series. Our board of directors could issue preferred stock, or additional shares of common stock, at any time.

Voting rights

The holders of shares of our common stock have the right to elect our board of directors and to act on such other matters as are required to be presented to them. Each holder of common stock is entitled to one vote per share. The holders of our common stock do not have the right to vote their shares cumulatively in the election of directors only. This means that, for each director position to be elected, a shareholder may only cast a number of votes equal to the number of shares held by the shareholder. Because the articles permit our board of directors to set the voting rights of preferred shares, it is possible that holders of one or more series of’ preferred shares issued in the future could have voting rights of any sort, which could limit the effect of the voting rights of common shareholders.

Dividend rights

Authority Under Pennsylvania Business Corporation Law. Our board of directors has the authority to declare dividends on its common and preferred stock, subject to statutory and regulatory requirements. For example,

Pennsylvania Business Corporation Law. Pennsylvania law permits a business corporation such as the holding company to pay dividends if, after giving effect to the dividend, it is able to pay its debts as they come due in the usual course of business and its assets exceed its liabilities. However, the holding company’s ability to pay dividends will be restricted by banking laws and our ability to pay dividends to the holding company to fund the holding company’s dividends to its shareholders.

Federal Bank Holding Company Act Policies Applicable to Cash Dividends. The Board of Governors of the Federal Reserve System, which will be the primary federal banking regulator for the holding company, considers adequate capital to be critical to the health of individual banking organizations and to the safety and stability of the banking system. A major determinant of a bank’s or bank holding company’s capital adequacy is the strength of its earnings and the extent to which its earnings are retained and added to capital or paid out to shareholders in the form of cash dividends.

Normally, during profitable periods, dividends represent an appropriate return of a portion of a banking organization’s net earnings to its shareholders. However, the payment of cash dividends that are not fully covered by earnings, in effect, represents the return of a portion of an organization’s capital at a time when circumstances may indicate instead the need to strengthen capital and concentrate financial resources on resolving the

organization’s problems. Therefore, the Federal Reserve believes that a bank or bank holding company generally should not maintain its existing rate of cash dividends on common stock unless (1) the organization’s net income available to common shareholders over the past year has been sufficient to fully fund the dividends and (2) the prospective rate of earnings retention appears consistent with the organization’s capital needs, asset quality, and overall financial condition. The Federal Reserve may strongly encourage, or require, a banking organization whose cash dividends are inconsistent with either of these criteria to cut or eliminate its dividends.

The Federal Reserve also believes it is inappropriate for a banking organization that is experiencing serious financial problems or that has inadequate capital to borrow in order to pay dividends since this can result in increased leverage at the very time the organization needs to reduce its debt or increase its capital. Similarly, the payment of dividends based solely or largely upon gains resulting from unusual or nonrecurring events, such as the sale of the organization’s building or the disposition of other assets, may not be prudent or warranted, especially if the funds derived from such transactions could be better employed to strengthen the organization’s financial resources. Furthermore, a fundamental principle underlying the Federal Reserve’s supervision and regulation of bank holding companies is that bank holding companies should serve as a source of managerial and financial strength to their subsidiary banks. The Federal Reserve believes, therefore, that a bank holding company should not maintain a level of cash dividends to its shareholders that places undue pressure on the capital of bank subsidiaries, or that can be funded only through additional borrowings or other arrangements that may undermine the bank holding company’s ability to serve as a source of strength. Thus, for example, if a major subsidiary bank is unable to pay dividends to its parent company - as a consequence of statutory limitations, intervention by the primary supervisor, or noncompliance with regulatory capital requirements - the Federal Reserve may encourage or require a bank holding company to reduce or eliminate its dividends in order to conserve its capital base and provide capital assistance to the subsidiary bank.

The Federal Reserve has further stated that a bank holding company should pay cash dividends only out of income over the past year and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition, and only if, after paying the dividend, the bank holding company is not in danger of falling below its required regulatory capital adequacy ratios. It has also indicated that a “small bank holding company” such as the holding company is not expected to pay corporate dividends until such time as its debt to equity ratio (determined separately and not on a consolidated basis with its bank subsidiary) is 1:1 or less and its bank subsidiaries are otherwise well-managed, well-capitalized, and not under any supervisory order.

Pennsylvania Banking Code Requirements Applicable to Cash Dividends . Because the Bank will be the primary source of cash for payment of dividends by the holding company for the foreseeable future, requirements of the Pennsylvania Banking Code setting conditions on payments of dividends by banks such as the Bank will constrain our ability to provide funds to the holding company to pay dividends to shareholders. These rules will apply similarly to the bank after the transaction as they presently apply to the bank. In summary, Section 1302 of the Pennsylvania Banking Code permits a bank to pay cash dividends only out of accumulated net earnings. Furthermore if any transfer of net earnings to surplus is required by section II 03 of the Pennsylvania Banking Code to cause our surplus to meet minimum statutory requirements at the time the dividend is to be declared or paid, the transfer must be made prior to the declaration of the dividend, and the bank’s surplus cannot be reduced by the payment of the dividend.

For the foregoing reasons, and because a decision by our board of directors to declare and pay cash dividends will depend upon the future financial performance and condition of the Bank and the Registrant, no assurances can be given that any dividends will in fact be paid on the common stock, or that, if dividends are paid, they will not be reduced or discounted in the future.

Conversion, redemption, preemption rights and repurchase provisions

Our common stock has no preemptive, subscription or conversion rights, and no redemption or repurchase provisions. The shares are non-assessable and require no sinking fund. Common stock repurchases are subject to Federal Reserve regulations and policy, which generally require no more than ten percent of the outstanding shares of the holding company common stock be repurchased in any 12-month period, unless the holding company is deemed “well-managed” and “well-capitalized” under applicable regulations. Repurchases of our common stock will also be constrained by federal and state bank regulatory capital requirements. Repurchases of stock by bank holding companies may also be subject to prior notice to and approval by the Federal Reserve in some cases.

Liquidation rights

In the event of a liquidation, dissolution or winding up of the holding company, the holders of our common stock are entitled to share ratably in all assets remaining after payment of all liabilities.

Anti-takeover effect of provisions in the Articles of Incorporation and Bylaws

The following description of certain provisions of our Articles of Incorporation and Bylaws, which may be considered to be anti-takeover in effect. These provisions also could delay or frustrate the removal of incumbent directors or the assumption of control by shareholders

Authorized Capital; No Preemptive Rights . The number of authorized common and preferred shares, and the granting of authority to our board of directors to determine the terms of any common or preferred stock or other securities issued, are intended to give our board of directors some flexibility to issue additional securities for proper corporate purposes, including financing, acquisitions, stock dividends, stock splits and employee incentive plans. However. these additional shares could also be used by the board of directors to deter future attempts to gain control over the holding company.

Ownership Limitation . Our Articles of Incorporation provide that, generally, no shareholder may have holdings of shares that exceed 20% of the issued and outstanding shares of common stock. However, this restriction can be waived for any shareholder or shareholders upon the resolution of at least two-thirds of the board of directors. If any shareholder acquires holdings which cause the violation of the restriction (sometimes called a substantial shareholder), the board of directors may terminate all voting rights attributable to the shares owned beneficially by the shareholder during the time that the restriction is being violated, commence litigation to require the divestiture of such amount of the shares so that alter such divestiture the shareholder would no longer be in violation of the restriction contained in Section I of this Article, or take such other action as is appropriate under the circumstances. For purposes of the provision, a shareholder’s holdings are: (i) the common stock the shareholder owns of record; (ii) the common stock to which the shareholder has direct or indirect beneficial ownership and (iii) the common stock owned of record or beneficially by other shareholder(s) acting together with the shareholder as a group tor the purpose of acquiring, holding or disposing of common stock . The board of directors may use, but is not necessarily limited to, the following indicia to determine beneficial ownership: the effect of stock ownership by a person’s spouse and minor children; ownership of shares held by a corporation or foundation of which a substantial shareholder is an officer or affiliate; the extent of a substantial shareholder’s ownership of partnership shares; transfers pursuant to divorce; installment purchases; stock warrants, grants and options; control over the voting power of any stock; the status of a substantial shareholder as trustee, trust beneficiary or settler of a trust of which part of all of the corpus is shares of the common stock of the holding company; and stock dividends. The board’s determination of the existence and membership of a shareholder group, of a shareholder’s holdings and of the record are conclusive, absent proof of bad faith. This provision of our Articles of Incorporation may not be amended unless approved by the affirmative vote of at least two-thirds of the outstanding shares of common stock.

Our board of directors could use this authority to discourage future attempts to gain control over the holding company.

Acquisition Offers. Our Articles of Incorporation provide that our board of directors may, if it deems it advisable, oppose a tender or other offer for the holding company’s 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, considers any relevant or pertinent issue; by way of illustration, but not of limitation, the board of directors may, but shall not be legally obligated to, consider any or all of the following:

a. whether the offer price is acceptable based on the historical and present operating results or financial condition of the corporation;

b. whether a more favorable price could be obtained tor the corporation’s securities in the future;

c. 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;

d. 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 effect 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;

e. 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 whose securities are being offered;

f. any antitrust or other legal and regulatory issues that are raised by the offer.

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, the following: advising shareholders not to accept the offer; litigation against the offeror; filing complaints with all governmental and regulatory authorities; acquiring 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; or obtaining a more favorable offer from another individual or entity. This provision of our Articles of Incorporation may not be amended unless first approved by the affirmative vote of the holders of at least two-thirds of the outstanding shares or common stock of the holding company.

Our board of directors could use this authority to discourage future attempts to gain control over the holding company.

Classified Board . Our Bylaws provide for a classified board of directors. A classified board has the effect of moderating the pace of any change in control of the board of directors by extending the time required to elect a majority of the directors to at least two successive annual meetings. However, this extension of time also may tend to discourage a tender offer or takeover bid.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed or furnished with this Report:

Exhibit No.		Description of Exhibit
2.1		Plan of Merger and Reorganization dated April 26, 2018 by and between Registrant, Bank and Meridian Interim Bank

3.1		Articles of Incorporation of Registrant

3.2		Bylaws of Registrant

This Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of the Registrant’s goals and expectations with respect to earnings, income per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (ii) statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook” or similar expressions. These statements are based upon the current belief and expectations of the Registrant’s management and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond the Registrant’s control).

EXHIBIT INDEX

Exhibit No.		Description of Exhibit

2.1		Plan of Merger and Reorganization dated April 26, 2018 by and between Registrant, Bank and Meridian Interim Bank

3.1		Articles of Incorporation of Registrant

3.2		Bylaws of Registrant

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.

	MERIDIAN CORPORATION
	(Registrant)

Date: August 24, 2018	By:	/s/ Christopher J. Annas
		Christopher J. Annas
		President and Chief Executive Officer

Exhibit 2.1

PLAN OF MERGER AND REORGANIZATION

Date: April 26, 2018

MERIDIAN BANK (the “Surviving Bank”), a banking institution organized under the Pennsylvania Banking Code of 1965, as amended (the “Banking Code”), and MERIDIAN INTERIM BANK (the “Interim Bank”), an interim bank in organization under the Banking Code, and MERIDIAN CORPORATION (the “Holding Company”), a Pennsylvania business corporation organized under the Pennsylvania Business Corporation Law of 1988, as amended, hereby enter into this Plan of Merger and Reorganization (the “Plan”).

In consideration of their mutual promises and covenants, and intending to be legally bound hereby, the parties hereto, deeming it to be advantageous to their respective banking associations, corporation and their shareholders, have duly approved this Plan and its execution, and do hereby adopt this Plan setting forth the method, terms and conditions of the merger, including the rights under the Plan of the shareholders of each of the parties, and the agreements concerning the merger:

1. Merger . The Interim Bank shall merge with and into the Surviving Bank under the charter of the Surviving Bank, under the title of “Meridian Bank”, and pursuant to the provisions of the Banking Code, by the method, on the terms and subject to the conditions and requirements hereinafter stated. Upon the merger becoming effective, Interim Bank and Surviving Bank shall be merged into and continued in a single institution, the Surviving Bank, which shall be a Pennsylvania chartered bank and which shall be considered the same business and corporate entity as the constituent institutions. The Surviving Bank shall thenceforth be responsible for all of the liabilities and obligations of the Interim Bank. The Surviving Bank shall, upon consummation of the merger, continue to engage in the business of a Pennsylvania chartered bank at the principal office and the legally established and approved branch offices of the Surviving Bank. The Surviving Bank shall continue to maintain the insurance of the Federal Deposit Insurance Corporation in the same way as it is now carried by the Surviving Bank.

2. Articles of Incorporation of Surviving Bank . When the merger becomes effective, the initial Articles of Incorporation of the Surviving Bank shall be substantially in the form attached hereto as Exhibit A attached hereto and incorporated herein.

3. Bylaws of Surviving Bank . When the merger becomes effective, the initial Bylaws of the Surviving Bank shall be substantially in the form attached hereto as Exhibit B attached hereto and incorporated herein, and the principal office and established and authorized branch offices of the Surviving Bank shall continue to be the principal office and established and authorized branch offices, respectively, of the Surviving Bank.

4. Board of Directors of Surviving Bank . The persons who shall constitute the Board of Directors of the Surviving Bank at the time the merger becomes effective shall be the persons who were then members of the Board of Directors of the Surviving Bank. They shall serve until the subsequent annual meeting of shareholders of Surviving Bank or until their successors are duly qualified and elected. Any vacancy in the Board of Directors of the Surviving Bank which

may exist upon or after the effective date of the merger may be filled as provided by the Articles of Incorporation and Bylaws of the Surviving Bank. The officers of the Surviving Bank at the time the merger becomes effective shall continue to hold the same offices in the Surviving Bank.

5. Conversion of Shares: Exchange of Certificates: Capitalization . Upon the merger becoming effective:

(a) Each issued and outstanding share of common stock of the Surviving Bank represented by an outstanding stock certificate shall, ipso facto, and without any action on the part of the holder thereof, become and be converted into one (1) share of common stock of the Holding Company, par value $1.00 per share. As soon as practicable after the merger becomes effective, holders of shares of Surviving Bank common stock shall be furnished a form letter of transmittal for the tender of their shares to the Surviving Bank, which shall act as “Exchange Agent” for the Holding Company, to be exchanged for new certificates for the appropriate number of shares of Holding Company common stock. Holding Company shall be required to issue certificates for Holding Company common stock only upon the actual surrender of Surviving Bank shares and may require an indemnity agreement or bond from any Surviving Bank shareholder who is unable to surrender his or her certificate by reason of loss or destruction of the certificate. Upon surrender for cancellation to the Exchange Agent of one or more certificates for shares of Surviving Bank common stock, accompanied by a duly executed letter of transmittal in proper form, the Exchange Agent shall, promptly after the effective date of the merger, deliver to each holder of such surrendered Surviving Bank certificates new certificates representing the appropriate number of shares of Holding Company common stock. Until certificates for Surviving Bank common stock have been surrendered and exchanged as herein provided for certificates of Holding Company common stock, each outstanding certificate for Surviving Bank common stock shall be deemed, for all corporate purposes of the Holding Company, to be the number of full shares of Holding Company common stock into which the number of shares of Surviving Bank common stock shown thereon have been converted. In the event that any certificates for Surviving Bank common stock are not surrendered for exchange within two (2) years from the effective date of the merger, the shares of Holding Company common stock that would otherwise have been delivered in exchange for the unsurrendered Surviving Bank certificates shall be delivered by the Exchange Agent to the Holding Company, in which event the persons entitled thereto shall look only to the Holding Company for delivery of the Holding Company shares upon surrender of their outstanding certificates for Surviving Bank common stock. Following the expiration of such two (2) year period, the Holding Company may sell such unclaimed Holding Company common stock, in which event the sole right of the holders of the unsurrendered outstanding Surviving Bank certificates shall be the right to collect the net sale proceeds held for their account by the Holding Company. In the event that Holding Company shall, as required or permitted by law, pay to the Commonwealth of Pennsylvania any net sale proceeds relating to unclaimed Holding Company common stock, the holders of unsurrendered outstanding Surviving Bank certificates shall thereafter look only to the Commonwealth of Pennsylvania for payment on account thereof.

(b) Prior to the merger becoming effective, the Surviving Bank will have a capital of $106,118,591 consisting of (i) 6,392,287 issued and outstanding shares of common stock, par value $1.00 per share; (ii) a surplus of $79,505,356; (iii) retained earnings of $17,446,967; (iv)

current year net income of $3,107,314; and (v) unrealized gains on AFS securities of -$333,333. Upon the merger becoming effective: (x) the amount and number of issued and outstanding shares of common stock of the Surviving Bank shall remain unchanged; (y) the surplus of the Surviving Bank shall be increased to an amount equal to the total of the surplus of the Interim Bank and the surplus of the Surviving Bank immediately before the merger; and (z) all of the issued and outstanding shares of the Surviving Bank shall be issued to and owned by the Holding Company.

(c) No cash shall be allocated to shareholders of the Surviving Bank or to any other person, firm, or corporation upon and by reason of the merger becoming effective. Cash fees will, however, be paid to attorneys, accountants and other like persons for services rendered in the accomplishment of the merger and reorganization and other phases of the overall transaction; some of these persons may be stockholders of the Surviving Bank and of Holding Company.

(d) The shares of the Holding Company, subscribed for by the individual incorporators of the Holding Company, shall be purchased by them by the payment of each individual incorporator’s own cash to the Holding Company. Upon consummation of the merger, each individual incorporator of the Holding Company shall sell all of his said stock subscribed for by him as an incorporator in the Holding Company to the Holding Company for cash.

(e) Each then outstanding option or warrant to acquire a share of the common stock of the Surviving Bank heretofore issued by the Surviving Bank shall, ipso facto, and without any action on the part of the holder thereof, become and be converted into an option or warrant to acquire a share of the Holding Company on the same terms and conditions and shall remain outstanding. After the merger becomes effective the Holding Company may, but is not obligated to, issue amended grant or award agreements reflecting the conversion and the assumption of the Plan as provided in Section 12 below.

6. Dissenting Shareholders . The rights and remedies of a dissenting shareholder under Subchapter D of Chapter 15 of the Pennsylvania Business Corporation Law of 1988, as amended (15 Pa. C.S. §1571 et seq. ) shall be afforded to any shareholder of the Surviving Bank who takes the necessary steps to perfect his or her dissenters rights. The Surviving Bank will make whatever payments are to be made to validly dissenting shareholders in the exercise of such rights. Unless otherwise provided by law, shares of the Holding Company not taken by the dissenting shareholders of the Surviving Bank shall not be issued.

7. Conditions . The merger provided under this Plan shall take place only if: (a) this Plan is approved (i) by the affirmative vote of at least two-thirds (2/3) of the outstanding shares of common stock of the Surviving Bank and (ii) by the Holding Company as a shareholder of the Surviving Bank, in accordance with applicable law; (b) this Plan and the merger are approved by the Pennsylvania Department of Banking and Securities and the Federal Deposit Insurance Corporation and the Notice or Application, as applicable, of the Holding Company to form a bank holding company is not objected to, or is otherwise approved, by the Board of Governors of the Federal Reserve System and all other requirements prescribed by law are satisfied; (c) the

Surviving Bank receives an opinion of its special counsel, Stradley Ronon Stevens & Young, LLP, Philadelphia, Pennsylvania, to the effect that the transactions contemplated herein constitute either (or both) a tax-free exchange under Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”), or a tax-free reorganization under Section 368 of the Code, and as to such further matters relating to the tax consequences of the transactions contemplated hereby, as the Surviving Bank may deem advisable; and (d) there shall be no litigation or proceeding pending or threatened for the purpose of enjoining, restraining or preventing the consummation of the merger in accordance with this Plan.

8. Amendment; Termination . At any time before the merger becomes effective, by vote of a majority of the Board of Directors of each of the Surviving Bank, the Holding Company and the Interim Bank, this Plan (a) may be amended in any manner not inconsistent with its general purpose, provided that no amendment shall change the share exchange ratio following approval of this Plan by the shareholders of the Surviving Bank, or (b) may be terminated for any reason, including without limitation for reasons such as because of the number of shares of common stock of the Surviving Bank exercising dissenters’ rights, or if it shall appear that the consummation of the Plan would be inadvisable. If this Plan is terminated pursuant to this Section, this Plan shall be void and of no further effect, without any liability on the part of any of the parties hereto, or their respective directors, officers, shareholders or agents.

9. Shares of Incorporators . The incorporator(s) of the Holding Company shall each subscribe to and purchase one (1) share of $1.00 par value per share common stock of said corporation for a subscription price equal to the aggregate par value of the share(s) subscribed for by the incorporator(s). Upon consummation of the merger, each such incorporator shall sell his or her Holding Company share(s) to the Holding Company for a purchase price equal to the original subscription price.

10. Intentionally omitted .

11. Issuance of Shares . When required by the terms of this Plan, the Holding Company will issue the shares of its common stock which the shareholders of the Surviving Bank shall be entitled to receive as hereinabove provided, and will perform all other acts necessary for it to comply with the provisions of this Plan.

12. Assumption and Amendment of Employee Plans . Upon the merger becoming effective, without any further action being required:

(a) the Holding Company shall assume all equity compensation, employee retirement and employee benefit plans of the Surviving Bank (each, an “Employee Plan”);

(b) all then outstanding grants by the Surviving Bank under any Employee Plan shall be converted, to the extent required, to grants by the Holding Company under such Employee Plan; and

(c) each Employee Plan shall be deemed amended and restated: (i) to substitute the Holding Company and the common stock of the Holding Company for the Surviving Bank

and the common stock of the Surviving Bank; (ii) to provide that eligible Participants under the Employee Plan shall be officers and other employees, and non-employee directors, of the Holding Company and any current or future subsidiary of the Holding Company, including the Surviving Bank; and (iii) to provide that employment by, or serving as a non-employee director of, the Holding Company or any current or future subsidiary of the Holding Company, including the Surviving Bank, shall constitute employment by or service with the Holding Company for purposes of the Employee Plan. The maximum number of shares of common stock that have been or may be issued or transferred under the Employee Plan immediately after the merger shall be the same as the maximum number of shares of Surviving Bank common stock immediately prior to the merger, and the maximum aggregate number of shares of common stock that shall be subject to options or awards under the Employee Plan to any single individual shall remain unchanged, subject to the adjustment provisions of the option plan. Approval of this Plan shall constitute approval of the option plan as so amended by the directors and shareholders of the Surviving Bank and Holding Company for all purposes, including, without limitation, for purposes of Sections 162(m) and 422 of Internal Revenue Code of 1986, as amended, and Section 16(b) of the Securities Exchange Act of 1934, as amended, and the exemptive rules promulgated thereunder.

13. Board of Directors of Holding Company . The persons who shall constitute the Board of Directors of the Holding Company at the time the merger becomes effective shall be the persons who were then members of the Board of Directors of the Surviving Bank. The Board of Directors of the Holding Company shall be divided into classes identical in all respects to those currently in effect with respect to the Board of Directors of the Surviving Bank, and each person shall be designated to the class in which he or she served prior to the merger becoming effective, and shall serve until the subsequent annual meeting of shareholders of the Holding Company or until their successors are duly qualified and elected. Any vacancy in the Board of Directors of the Holding Company which may exist upon or after the effective date of the merger may be filled as provided by the Articles of Incorporation and Bylaws of the Holding Company.

14. Affiliates; Agreements Relating to Resales of Holding Company Securities . The Surviving Bank shall prepare and deliver to Holding Company, prior to completion of the merger, a list that identifies all persons whom the Surviving Bank believes may be deemed to be “affiliates” of Surviving Bank or Holding Company under applicable securities laws. The Surviving Bank shall use its commercially reasonable best efforts to cause each person whom it identifies on the list as a potential affiliate to deliver, at or prior to the completion of the transaction, a written agreement that the affiliate will not sell, pledge, transfer or otherwise dispose of any Holding Company shares issued to the affiliate pursuant to the transaction unless the sale, pledge, transfer or other disposition meets one of the following criteria: (a) it is made pursuant to an effective registration statement filed under the Securities Act; (b) it is in compliance with Rule 144; or (c) in the opinion of counsel, it is otherwise exempt from the registration requirements of the Securities Act.

15. Waiver . Any of the terms or conditions of this Plan may be waived in writing at any time by the Surviving Bank by action taken by its Board of Directors, whether before or after action by the Surviving Bank’s shareholders, provided, however, that such action shall be taken

only if, in the judgment of the Board of Directors, such waiver will not have a materially adverse effect on the benefits intended to be granted hereunder to the shareholders of the Surviving Bank.

16. Governing Law . This Plan shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, except as such may be pre-empted by federal law.

17. Entire Agreement . This Plan contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.

18. Counterparts . This Plan may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

[signature page follows]

IN WITNESS WHEREOF, each of the parties hereto has caused this instrument to be executed by its Chief Executive Officer and its seal affixed, attested by its Secretary, all under authority of its Board of Directors.

Attest: [Corporate Seal]	MERIDIAN BANK


/s/ Erica Burns	By:	/s/ Christopher J. Annas
Erica Burns		Christopher J. Annas
Secretary		President & CEO


Attest: [Corporate Seal]	MERIDIAN INTERIM BANK

/s/ Erica Burns
Erica Burns	By:	/s/ Christopher J. Annas
Secretary		Christopher J. Annas
		President & CEO


Attest: [Corporate Seal]	MERIDIAN CORPORATION


/s/ Michael Curry	By:	/s/ Christopher J. Annas
Michael Curry		Christopher J. Annas
Secretary		President & CEO

Exhibit 3.1

	Entity #: 3886253
	Date Filed: 06/08/2009
	Pedro A. Cortés
	Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU

Articles of Incorporation-For Profit

(15 Pa.C.S.)

	x Business-stock (§ 1306)
	o Business-nonstock (§ 2102)
	o Business-statutory close (§ 2303)
	o Cooperative (§ 7102)
	o Management (§ 2703)
	o Professional (§ 2903)
	o Insurance (§ 3101)

M. BURR KEIM COMPANY
COUNTER PICK-UP

Document will be returned to the
name and address you enter to
the left.

Fee: $125

In compliance with the requirements of the applicable provisions (relating to corporations and unincorporated associations), the undersigned, desiring to incorporate a corporation for profit, hereby states that:

1. The name of the corporation (corporate designator required i.e., “corporation”, ” incorporated”, “limited” “company” or any abbreviation. “Professional corporation” or “P.C”):

Meridian Corporation

2. The (a) address of this corporation’s current registered office in this Commonwealth (post office box, alone, is not acceptable) or (b) name of its commercial registered office provider and the county of venue is:

(a) Number and Street	City	State	Zip	County

92 East Lancaster Avenue	Devon	PA	19333	Chester

(b) Name of Commercial Registered Office Provider				County

c/o: N/A

3. The corporation is incorporated under the provisions of the Business Corporation Law of 1988.

4. The aggregate number of shares authorized: See Article 7-A (att.)

5. The name and address, including number and street, if any, of each incorporator (all incorporators must sign below):

Name		Address

Christopher J. Annas		92 E Lancaster Avenue, Devon, PA 19333

6. The specified effective date, if any:	N/A.
month/day/year hour, if any

7. See additional provisions of these articles, Articles 7-A through 7-F, attached hereto and incorporated herein as if set forth in full.

	IN TESTIMONY WHEREOF, the incorporator(s) has/have signed these Articles of Incorporation this 4 th day of June, 2009.

	/s/ Christopher J. Annas
	Signature


	Signature

MERIDIAN BANK CORPORATION

ARTICLES OF INCORPORATION

ATTACHMENT TO ARTICLE 7

The following provisions are to be attached to the Articles of Incorporation of this corporation as part of Article 7 thereof, and are deemed incorporated therein as if set forth in full:

ARTICLE 7-A

Capitalization

Section 1. The total number of shares of all stock which the corporation shall have authority to issue is (1) 10,000,000 shares of common stock (“Common Stock”), with a par value of one dollar ($1.00) per share; and (2) 5,000,000 shares of preferred stock with no stated par value.

Section 2. Shares of Common Stock or any security giving its holders the right to exercise or convert such security into Common Stock, may be issued from time to time as the Board of Directors of the corporation shall determine and on such terms and for such consideration as allowed by law and as fixed by the Board of Directors.

Section 3. No shareholder of any class or of any series of class shall have the preemptive right to purchase, pro rata or otherwise, additional shares of Common Stock, or any other security of the corporation. The Board of Directors, in its sole discretion, has authority to sell any treasury stock and/or unissued securities, options, warrants, or other rights to purchase any security of the corporation, upon such terms as it deems advisable, including without limitation terms established pursuant to a Board amendment permitted by Section 1522(b) of the Pennsylvania Business Corporation Law of 1988, as amended.

ARTICLE 7-B

Ownership Limitation

Section 1. Except as otherwise provided in this Article, no shareholder may have Holdings (as defined in Section 4 of this Article) of shares that exceed twenty percent (20%) of the issued and outstanding shares of Common Stock.

Section 2. Upon the resolution of at least two-thirds of the Board of Directors, the restriction imposed by Section 1 of this Article may be waived with respect to the Holdings, of any shareholder or shareholders.

Section 3. If any shareholder acquires Holdings which cause the violation of the restriction contained in Section 1 of this Article, the Board of Directors may (i) terminate all voting rights attributable to the shares owned beneficially by such shareholder (the “Substantial Shareholder”) during the time that Section 1 of this Article is being violated;

Page 7- 1

(ii) commence litigation to require the divestiture of such amount of the shares so that after such divestiture the shareholder would no longer be in violation of the restriction contained in Section 1 of this Article; or (iii) take such other action as is appropriate under the circumstances.

Section 4. A shareholder’s Holdings, as such term is used in this Article are: (i) the Common Stock the shareholder owns of record; (ii) the Common Stock to which the shareholder has direct or indirect beneficial ownership and (iii) the Common Stock owned of record or beneficially (as defined in this Section) by other shareholder(s) acting together with the shareholder as a group for the purpose of acquiring, holding or disposing of Common Stock (such group is hereinafter referred to as a “Shareholder Group”). The Board of Directors may use, but is not necessarily limited to, the following indicia to determine “beneficial ownership”: the effect of stock ownership by a person’s spouse and minor children; ownership of shares held by a corporation or foundation of which a Substantial Shareholder is an officer or affiliate; the extent of a Substantial Shareholder’s ownership of partnership shares; transfers pursuant to divorce; installment purchases; stock warrants, grants and options; control over the voting power of any stock; the status of a Substantial Shareholder as trustee, trust beneficiary or settler of a trust of which part of all of the corpus is shares of the common stock of the corporation; and stock dividends. The Board of Director’s determination of the existence and membership of a Shareholder Group, of a shareholder’s Holdings and of the record are conclusive, absent proof of bad faith.

Section 5. This Article may not be amended unless approved by the affirmative vote of at least two-thirds (2/3) of the outstanding shares of Common Stock of the corporation.

ARTICLE 7-C

Control Transactions

Section 1 Section 1610 of the Banking Code of 1965 (relating to the right of shareholders of a bank to receive payment for shares following a control transaction) shall not apply to the corporation.

ARTICLE 7-D

Cumulative Voting Rights

Section 1. Shareholders shall not be entitled to cumulate their votes for directors.

Page 7- 2

ARTICLE 7-E

Acquisition Offers

Section 1. 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 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, considers any relevant or pertinent issue; by way of illustration, but not of limitation, the Board of Directors may, but shall not be legally obligated to, consider any or all of the following:

(a) whether the offer price is acceptable based on the historical and present operating results or financial condition of the corporation;

(b) whether a more favorable price could be obtained for the corporation’s securities in the future;

(c) 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;

(d) 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;

(e) 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 whose securities are being offered;

(f) any antitrust or other legal and regulatory issues that are raised by the offer.

Section 2. 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, the following: advising shareholders not to accept the offer; litigation against the offeror; filing complaints with all governmental and regulatory authorities; acquiring 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; or obtaining a more favorable offer from another individual or entity.

Section 3. This Article may not be amended unless first approved by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares of common stock of the corporation.

Page 7- 3

ARTICLE 7-F

Indemnification

Section 1. The corporation shall, to the fullest extent permitted by applicable law, indemnify any and all persons whom it shall have the power to indemnify from and against any and all expenses, liabilities or other matter for which indemnification is permitted by applicable law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity 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, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Page 7- 4

PENNSYLVANIA DEPARTMENT OF STATE

BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATIONS

o Return document by mail to:
			Articles of Amendment
Name			Domestic Corporation
			DSCB:15-1915/5915 (rev. 7/2015)
Address

City	State	Zip Code


o Return document by email to:

Read all instructions prior to completing. This form may be submitted online at https://www.corporations.pa.gov/.

Fee: $70

Check one: x Business Corporation (§ 1915) o Nonprofit Corporation (§ 5915)

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:

Meridian Corporation

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:

(Complete only (a) or (b), not both)

(a) Number and Street

City

State

Zip

County

92 E Lancaster Avenue, Devon, PA 19333, Chester

(b) Name of Commercial Registered Office Provider	County

c/o:

3. The statute by or under which it was incorporated: Pennsylvania Business Corporation Law of 1988

4. The date of its incorporation:	06/08/2009
	(MM/DD/YYYY)

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.

o The amendment shall be effective on:		at
	Date (MM/DD/YYYY)		Hour (if any)

6. Check one of the following:

x The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or § 5914(a).

o The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c) or § 5914(b).

7. Check, and if appropriate complete, one of the following:

o 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.

8. Check if the amendment restates the Articles:

o The restated Articles of Incorporation supersede the original articles and all amendments thereto.

	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 August, 2018.

	Meridian Corporation
	Name of Corporation

	/s/ Denise Lindsay
	Signature

	EVP and Chief Financial Officer
	Title

EXHIBIT A

ARTICLES OF AMENDMENT

ARTICLES OF INCORPORATION

MERIDIAN CORPORATION

The Articles of Incorporation of Meridian Corporation are hereby amended as follows:

Article SECOND is amended and restated in its entirety to read:

“ SECOND . The location and address of the Corporation’s registered office in this Commonwealth is 9 Old Lincoln Highway, Malvern, PA 19355.”

Exhibit 3.2

BYLAWS
OF
MERIDIAN CORPORATION

Article 1
PURPOSE

Section 1.1 These are the duly adopted bylaws of Meridian Corporation (the “Corporation”), a Pennsylvania business corporation.

Section 1.2 The Corporation shall have and continuously maintain in Pennsylvania a registered office which may, but need not, be the same as its place of business and at an address to be designated from time to time by the Board of Directors.

Section 1.3 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.

Article 2
SHAREHOLDERS MEETINGS

Section 2.1 All meetings of the shareholders shall be held within the Commonwealth of Pennsylvania at such time and place as may be fixed from time to time by the Board of Directors. Any meeting of shareholders may be held in whole or in part by means of the Internet or other electronic communications technology in the manner and if permitted by law and as determined by the Board of Directors.

Section 2.2 The annual meeting of the shareholders shall be held at such time and place as may be set by the Board of Directors but not later than September 30 in each year, when the shareholders shall elect directors to the Board of Directors and transact such other business as may properly be brought before the meeting.

Section 2.3 Special meetings of the shareholders may be called at any time by the Chairman of the Board, the Chief Executive Officer, a majority of the Board of Directors or by one or more shareholders entitled to cast at least one-fifth of the votes which all shareholders are entitled to cast at the particular meeting.

Section 2.4 Written notice of all shareholder meetings, other than adjourned meetings of shareholders, shall state the place, date and hour of the meeting and shall be given to the shareholders of record entitled to vote at such meeting either personally or by sending a copy thereof through the mail, or by telegram, charges prepaid, to his/her address appearing on the books of the Corporation or supplied by him to the Corporation for the purpose of notice, or by any other means permitted by law, at least five (5) days before such meeting unless a greater period of notice is required by applicable law. If the notice is sent by mail or by telegraph, it shall be deemed to have been given to the shareholder when deposited in the United States mail or with a telegraph office for transmission to such person. In the case of a special meeting of shareholders, the notice shall also include the general nature of the business to be transacted.

Section 2.5 At any annual or special meeting of shareholders, no shareholder shall be entitled to present new business, any proposal, or additional items for action by the shareholders, for consideration at the meeting, unless the shareholder shall have delivered to the Secretary of the Corporation a written notice setting forth in detail the new business, proposal or additional item for action by the shareholders, in the form to be acted upon or considered in the meeting. Such notice shall be delivered in such manner that it is received by the Secretary at least five (5) days before the date of the meeting, or else the chairman of the meeting shall not be obligated to recognize such matter as eligible for consideration at that meeting. The Corporation shall not be obligated to notify shareholders, in advance of any meeting, of any shareholder proposals that have been received or may be presented at the meeting.

Article 3
QUORUM OF SHAREHOLDERS

Section 3.1 The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum. If a meeting cannot be organized for lack of a quorum, those present may adjourn the meeting to such time and place as they may determine. In the case of a meeting for the election of directors which is twice adjourned for lack of a quorum, those present at the second of such adjourned meetings shall constitute a quorum for the election of directors without regard to the other quorum requirements of this section, the Articles of Incorporation or these bylaws.

Article 4
VOTING RIGHTS

Section 4.1 Except as may be otherwise provided by applicable law or the Articles of Incorporation, at every shareholders meeting, every shareholder entitled to vote thereat shall have the right to one vote for every share having voting power standing in his or her name on the records of the Corporation on the record date fixed for the meeting. No share shall be voted at any meeting if an installment is due and unpaid thereon.

Section 4.2 When a quorum is present at any meeting the vote of the holders of a majority of the stock having voting power, present, in person or by proxy, shall decide any question brought before such meeting except as provided differently by law or by the Articles of Incorporation.

Article 5
PROXIES

Section 5.1 Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy. Every proxy shall be executed in writing by the shareholder or his or her duly authorized attorney in fact and filed with the Secretary of the Corporation. Each proxy shall be revocable at will except solely to the extent that it states expressly that it is irrevocable, and then only to the extent that it is coupled with an interest. The revocation of a proxy shall not be effective until notice thereof has been given to the Secretary of the Corporation. No unrevoked proxy shall be valid after 11 months or such longer period

expressly provided therein not in excess of 3 years from the date of execution, unless revoked earlier or unless coupled with an interest. A proxy shall not be revoked by the death or incapacity of the maker, unless before the vote is counted or the authority is exercised, written notice of such death or an adjudication of incapacity is given to the Secretary of the Corporation .

Article 6
RECORD DATE

Section 6.1 The Board of Directors may fix a time, not more than sixty (60) days prior to the date of any meeting of shareholders, or the date fixed 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 go into effect, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting, 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. The Board of Directors may close the records 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 10 days before closing thereof to each shareholder of record at the address appearing on the records of the Corporation or supplied by him or her to the Corporation for the purpose of notice. While the stock transfer records 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 records of the Corporation within 10 days next preceding the date of such meeting shall not be entitled to notice of or to vote at such meeting.

Article 7
VOTING LISTS

Section 7.1 The officer or agent having charge of the transfer records for shares of the Corporation shall make, at least 5 days before each meeting of shareholders, a complete alphabetical list of the shareholders entitled to vote at the meeting, with their addresses and the number of shares held by each, which list shall be kept on file at the registered office or principal place of business of the Corporation and shall be subject to inspection by any shareholder during normal business hours and at the time and place of the meeting during the entire meeting. The original transfer records for shares of the Corporation, or a duplicate thereof kept in this Commonwealth, shall be prima facie evidence as to who are the shareholders entitled to exercise the rights of a shareholder.

Article 8
JUDGES OF ELECTION

Section 8.1 In advance of any meeting of shareholders, the Board of Directors may appoint judges of election and any alternates, who need not be shareholders, to act at such meeting or any adjournment thereof. If judges of election are not so appointed, the Chairman of any such meeting may, and on the request of any shareholder or his or her proxy shall, make such appointment at the meeting. The number of judges shall be one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present and

entitled to vote shall determine whether one or three judges are to be appointed. No person who is a candidate for office shall act as a judge.

Section 8.2 In case any person appointed as a judge fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Board of Directors in advance of the convening of the meeting or at the meeting by the presiding officer thereof.

Section 8.3 The judges of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, receive votes or ballots, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes, determine the result and do such acts as may be proper to conduct the election or vote with fairness to all shareholders. The judges of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three judges of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all.

Section 8.4 On request of the presiding officer of the meeting, or of any shareholder, the judges of election shall make a report in writing of any challenge or question or matters determined by them.

Article 9
CONSENT OF SHAREHOLDERS IN LIEU OF MEETING

Section 9.1 Any action required to be taken at a meeting of the shareholders, or of a class of shareholders, may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all of the shareholders who would be entitled to vote on such action at a meeting and shall be filed with the Secretary of the Corporation.

Section 9.2 The consent or consents in writing required by this Article 9 may be given by proxy in accordance with Section 5.1 hereof.

Article 10
DIRECTORS

Section 10.1 Nominations for the election of directors may be made by the Board of Directors or by any shareholder entitled to vote in the election of directors. All nominations made by any shareholder must be made in writing, delivered or mailed by registered or certified mail, postage prepaid, return receipt requested, to the Secretary of the Corporation not less than 90 days nor more than 120 days prior to any meeting of the shareholders called for the election of directors. If less than 90 days’ notice of the meeting is given to the shareholders, the nomination shall be delivered or mailed to the Secretary not later than the close of the 7th day following the day on which notice of the meeting was mailed to shareholders. Every nomination shall be signed by the nominating shareholder or shareholders and shall include: (i) the signed, written consent of the person nominated to serve as a director; (ii) the name, age, business address and residence address of the nominee; (iii) the principal occupation or employment of the nominee; (iv) a statement whether the nominee is also a director or officer of any other

banking, securities, insurance or financial securities organization, and if so the name and address of each such organization; (v) a completed and signed financial and biographical statement concerning the nominee in the form require by applicable banking regulators; (vi) the number of shares of the Corporation beneficially owned by the nominee; (vii) the name and address of the nominating shareholder; and (viii) the number of shares of the Corporation owned by the nominating shareholder. The Chairman of any meeting called for the election of directors shall reject any nomination made by any shareholder which was not made in accordance with the provisions of this Section, unless the Board of Directors has agreed to waive said provisions as to such nomination. In the event that the same person is nominated by more than one shareholder, if at least one nomination for such person complies with this Section, the nomination shall be honored and all votes cast for such nominee shall be counted. Nominations for the election of directors made by the Board of Directors need not comply with the provisions of this Section.

Section 10.2 Subject to applicable law, the Articles of Incorporation and these Bylaws, the number of directors shall be determined from time to time by resolution adopted by an affirmative majority vote of the Board of Directors. The number of directors shall be not less than five (5) or more than fifteen (15).

Section 10.3 The Board of Directors shall be divided into three classes (Class A, Class B and Class C), as nearly equal in number as the then total number of directors constituting the whole Board permits, with the term of office of one class expiring each year. At the first annual meeting of shareholders, directors in Class A shall be elected to hold office for a 1-year term; directors in Class B shall be elected to hold office for a 2-year term; and directors in Class C shall be elected to hold office for a 3-year term. Each class of directors shall be elected in a separate election. The term of office, until otherwise fixed, for all directors elected at each annual meeting held after the first annual meeting shall be 3 years from the date of their election.

Section 10.4 Any director may resign at any time by sending a written notice of such resignation to the Corporation addressed to the Chief Executive Officer. Such resignation shall be effective upon the Chief Executive Officer’s receipt of such notice, or at such later date as may be provided in the written notice of resignation.

Section 10.5 The Directors shall be natural persons of full age and need not be residents of Pennsylvania. Each Director shall own, from time to time, the minimum qualifying interest in the Corporation as determined by the Board of Directors.

Article 11
VACANCIES ON BOARD OF DIRECTORS

Section 11.1 Any vacancies in the Board of Directors for any reason, including vacancies caused by any increase in the number of directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum. Any director chosen to fill a vacancy in any class of directors shall become a member of the class of directors in which the vacancy occurred. Such director shall hold office for the remainder of the original term of such vacancy.

Article 12
POWERS OF BOARD OF DIRECTORS

Section 12.1 The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by applicable law or by the Articles of Incorporation or by these Bylaws directed or required to be exercised and done by the shareholders.

Article 13
MEETINGS OF THE BOARD OF DIRECTORS

Section 13.1 An organization meeting may be held immediately following the annual shareholders meeting without the necessity of notice to the directors to constitute a legally convened meeting, or the directors may meet at such time and place as may be fixed by either a notice or waiver of notice or consent signed by all of such directors.

Section 13.2 Regular meetings of the Board of Directors shall be held not less often than ten (10) times per calendar year, at a time and place determined by the Board of Directors. One or more directors may participate in any regular meeting of the Board of Directors, or of any committee thereof, by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear one another.

Section 13.3 Special meetings of the Board of Directors may be called by the Chairman of the Board or the Chief Executive Officer and shall be called at the request of any three Directors. Not less than 1 day’s notice of each special meeting shall be given to each director. One or more directors may participate in any special meeting of the Board of Directors, or of any committee thereof, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another.

Section 13.4 At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business. In the absence of the Secretary, the Board of Directors may designate any director or officer present at a meeting to be a secretary of the meeting. If a quorum is present, the acts of a majority of the directors present shall be the acts of the Board of Directors, except as may be otherwise specifically provided by applicable law or by the Articles of Incorporation or by these Bylaws.

Section 13.5 A director of the Corporation who is present at a meeting of the Board of Directors at which action on any matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention shall be entered into the minutes of the meeting or unless he or she shall file his written dissent to such action with the person acting as the secretary of the meeting before the minutes are formally approved by the Board of Directors or shall forward such dissent by registered mail to the secretary of the Corporation within 5 days after the date a copy of the minutes of the meeting is received. Such right to dissent shall not apply to a director who voted in favor of such action.

Article 14
INFORMAL ACTION BY THE BOARD AND COMMITTEES

Section 14.1 Any action which may be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if a consent or consents in writing setting forth the action shall be signed by all of the directors or all of the members of the committee in question and shall be filed with the secretary of the Corporation.

Article 15
COMPENSATION OF DIRECTORS

Section 15.1 Directors, as such, may receive a stated salary for their services or fixed sum and expenses for attendance at regular and special meetings, or any combination of the foregoing as may be determined from time to time by resolution of the Board of Directors, and nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. In addition to or in lieu of the foregoing, Directors may be compensated with shares or options to purchase shares of the Corporation’s stock.

Article 16
COMMITTEES

Section 16.1 The standing committees which shall be appointed from time to time by the Board of Directors shall be the Audit Committee, the Loan and Investment Committee, the Compensation Committee and such other committees as may be deemed necessary by the Board or shareholders for efficient operation of the Corporation.

Section 16.2 The Audit Committee shall consist of not less than three nor more than five Directors, none of whom shall be active officers of the Corporation, and a majority of whom shall constitute a quorum. The Audit Committee, or the full Board of Directors in absence of action by the Audit Committee, shall at least once in each year cause to be made, by a certified public accountant selected for the purpose, an independent audit of the Corporation’s financial condition and results of operation. Upon completion of the audit the certified public accountant shall make a report thereof and its recommendations to management in accordance with applicable law and any requirements imposed by the Audit Committee or the Board of Directors.

Section 16.3 Each committee shall elect a presiding officer from its members and, except to the extent provided by these Bylaws or resolution of the Board of Directors, may fix its own rules of procedure which shall not be inconsistent with express requirements of these Bylaws or any resolution of the Board of Directors applicable to such committee. It shall keep regular minutes of proceedings and report the same to the Board of Directors for its information at the meeting held next after the proceedings shall have occurred.

Article 17
OFFICERS

Section 17.1 The Chairman shall be elected by the Board of Directors at its initial annual organization meeting. The officers shall include a Chief Executive Officer, a President (who may, but need not, be the same individual as the Chief Executive Officer), a Secretary and a Treasurer. The Corporation shall also have one or more Vice Presidents and such other officers and assistant officers, and appoint such agents, as it shall deem necessary from time to time, who shall hold their offices for such terms, have such authority and perform such duties, as may from time to time be prescribed by the Chief Executive Officer and approved by the Board of Directors. The Board of Directors may, but need not, appoint a director or officer to act as secretary of the meeting to take minutes of any one or more meetings of the Board of Directors in the absence of the Secretary. Any two or more offices may be held by the same person except both the offices of President and of Treasurer.

Section 17.2 The Chairman of the Board shall preside at all meetings of the shareholders and directors. He or she shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to him or her by the Board of Directors.

Section 17.3 The Chief Executive Officer shall be a member of the Board of Directors, and shall have general and active management of the business of the Corporation and shall supervise the carrying out of the policies adopted or approved by the Board. The Chief Executive Officer shall have general executive powers as well as any specific powers and duties as may be conferred upon him or her by the Board, subject, however, to the right of the Board of Directors to delegate any specific powers, to any other officer or officers of the Corporation, except such as may be by law exclusively conferred on the Chief Executive Officer. The Chief Executive Officer shall have power to execute bonds, mortgages and other contracts requiring a seal under the seal of the Corporation, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

Section 17.4 The Vice Presidents shall have such duties and powers as may from time to time be assigned to them by the Chief Executive Officer, subject to the authority of the Board of Directors. One or more may be designated Executive Vice President or Senior Vice President.

Section 17.5 The Secretary shall keep the minutes of the meetings of the shareholders and of the Board of Directors. He or she shall have charge of the corporate records, papers, and the corporate seal of the Corporation. He or she shall give notice of all meetings of shareholders, of the Board of Directors (and of special meetings of any executive committee).

Section 17.6 The Treasurer shall be responsible for all money, funds, securities, fidelity and indemnity bonds and other valuables belonging to the Corporation; shall cause to be kept proper records of the transactions of the Corporation; and shall perform such other duties as may be assigned to him or her from time to time by the Chief Executive Officer, subject to the authority of the Board of Directors.

Section 17.7 The compensation of the Chief Executive Officer of the Corporation shall be fixed by the Board of Directors, or by the Compensation Committee with the approval of the Board of Directors.

Section 17.8 Notwithstanding any contract or agreement of the Corporation or any written statement or policy, all officers and employees serve at the will of the Board of Directors and may be terminated at any time by the Board of Directors without prior notice, subject however, to any damages or other remedies which may be available for such termination under any agreement or applicable law.

Article 18
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

Section 18.1 A director of the Corporation shall stand in a fiduciary relation to the Corporation and shall perform his or her duties as a director, including his or her duties as a member of any committee of the board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests 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 or her duty, a director shall be entitled to rely in good faith on information, opinions, 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 or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) legal 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 of Directors upon which he or she 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 or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.

Section 18.2 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 18.1.

Section 18.3 Absent a breach of fiduciary duty, lack of good faith or self-dealing, or breach of applicable law or regulations, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the Corporation.

Section 18.4 A director of the Corporation shall not be personally liable for monetary damages as such for any action taken or for any failure to take any action to the extent that: (a) the director has not breached or failed to perform the duties of his or her office under the provisions of Sections 18.1 and 18.2; and (b) the breach or failure to perform does not constitutes self-dealing, willful misconduct or recklessness or breach of applicable law or regulations.

Section 18.5 The Corporation shall indemnify any director, officer and/or employee, or any former director, 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 by reason of the fact that such person is or was a director, 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 a corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she 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 or her 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 or she 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 or her conduct was unlawful.

Section 18.6 Except as may be otherwise ordered by a court, there shall be a presumption each director, officer and/or employee is entitled to indemnification as provided in Section 18.5 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 18.5 of this Article.

Section 18.7 Expenses incurred by a director, 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 18.6 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 or she is not entitled to be indemnified by the Corporation.

Section 18.8 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 or her official capacity while serving as a director, 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 a director, officer and/or employee and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation shall have the authority to enter into a separate indemnification agreement with any officer, director, employee or agent of the Corporation or any subsidiary providing for such indemnification of such person as the Board of Directors shall determine up to the fullest extent permitted by law.

Section 18.9 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 18.10 The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer and/or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer and/or employee of a corporation, partnership, joint venture trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article.

Section 18.11 Indemnification, advancement of expenses and other actions under this Article shall not be made in any case where applicable banking laws or regulations prohibit the same, or 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.

Article 19
DIVIDENDS

Section 19.1 Subject to the requirements of applicable law, the Board of Directors may, from time to time, at any duly convened regular or special meeting or by unanimous consent in writing, declare and pay dividends upon the outstanding shares of capital stock of the Corporation in cash, property or shares of the Corporation (including without limitation a stock split effected in the form of a stock dividend), as long as any dividend shall not be in violation of law or the Articles of Incorporation.

Article 20
FINANCIAL REPORTS TO SHAREHOLDERS

Section 20.1 In addition to any other requirements imposed by applicable law , the Chief Executive Officer and the Board of Directors shall present to the Corporation’s shareholders, at or prior to each annual meeting of the shareholders, a full and complete statement of the business and affairs of the Corporation for the preceding fiscal year.

Article 21
SIGNING AND APPROVAL AUTHORITIES

Section 21.1 In addition to the specific approval and signing authorities, or any limitations thereon, provided by applicable law, the Articles of Incorporation or these Bylaws, the various officers and employees of the Corporation shall have such authorities to approve transactions and sign or otherwise execute agreements, checks, orders, items, instruments, certificates and other documents, as the Board of Directors may establish from time to time by resolution or resolutions.

Article 22
FISCAL YEAR

Section 22.1 The fiscal year of the Corporation shall end on December 31 in each year.

Article 23
WAIVER OF NOTICES

Section 23.1 Any written notice required to be given hereunder need not be given if there is a waiver thereof in writing, signed by the person entitled to such notice, whether before or after the time when the notice would otherwise be required to be given. Attendance of any person entitled to notice, whether in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where any person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Where written notice is required of any meeting, the waiver thereof must specify the purpose only if it is for a special meeting of shareholders. To the extent that applicable law gives electronic communications or signatures the effect of written communications or signatures, any such waiver may be made by electronic means.

Article 24
EMERGENCIES

Section 24.1 The Board of Directors may adopt emergency Bylaws, subject to repeal or change by action of the shareholders, which shall, notwithstanding any different provisions of law, of the Articles of Incorporation or of these Bylaws, be effective during any emergency resulting from an attack on the United States, a nuclear disaster or another catastrophe as a result of which a quorum of the Board of Directors cannot readily be assembled (“Emergency Bylaws”). The Emergency Bylaws may make any provision that may be appropriate for the circumstances of the emergency including, procedures for calling meetings of the Board of Directors, quorum requirements for meetings and procedures for designating additional or substitute directors.

Section 24.2 The Board of Directors, either before or during any emergency, may provide, and from time to time modify, lines of succession in the event that during the emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties and may, effective in the emergency, change the head offices or designate several alternative head offices or regional offices of the Corporation or authorize the officers to do so.

Section 24.3 A representative of the Corporation acting in accordance with Emergency Bylaws shall not be liable except for willful misconduct and shall not be liable for any action taken by him or her in good faith in an emergency in furtherance of the ordinary business affairs of the Corporation even though not authorized by the Emergency Bylaws.

Section 24.4 To the extent not inconsistent with any Emergency Bylaws so adopted, the Bylaws of the Corporation shall remain in effect during any emergency and, upon its termination, the Emergency Bylaws shall cease to be effective.

Section 24.5 Unless otherwise provided in Emergency Bylaws, notice of any meeting of the Board of Directors during an emergency shall be given only to those directors to whom it is feasible to reach at the time and by such means as are feasible at the time, including publication, radio or television. To the extent required to constitute a quorum at any meeting of the Board of Directors during any emergency, the officers of the Corporation who are present shall, unless otherwise provided in Emergency Bylaws, be deemed, in order of rank and within the same rank in order of seniority, directors for the meeting.

Article 25
CORPORATE SEAL

Section 25.1 The Board of Directors may adopt a corporate seal for the Corporation for use in sealing executed documents and instruments. The corporate seal shall be in such form as the Board of Directors may determine from time to time.

Article 26
AMENDMENTS

Section 26.1 These Bylaws may be altered, amended or repealed by either (i) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock at a regular or special meeting of the shareholders; or (ii) action of the Board of Directors (except the directors shall not make or alter any bylaws fixing their qualification, classification or term of office), subject always to the power of the shareholders to change such action of the Board of Directors by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock.