EXHIBIT 3i

 

**AMENDED AND RESTATED**

**ARTICLES OF INCORPORATION**

**OF**

**FIRST KEYSTONE CORPORATION**

** **

** **

1.	The name of the corporation is First Keystone Corporation.

 

2.	The address, including street andnumber, if any, of this corporation’s registered office in this Commonwealth is 111 West Front Street, Columbia County, Berwick,Pennsylvania 18603.

 

3.	The corporation is incorporated underthe provisions of the Pennsylvania Business Corporation Law of 1933.

 

4.	The purpose or purposes of the Corporationis to have unlimited power to engage in and do any lawful act concerning any or all lawful business for which corporations maybe incorporated under the provisions of the Business Corporation Law of the Commonwealth of Pennsylvania.

 

5. 	(a) 	The aggregatenumber of shares that the Corporation shall have authority to issue is Twenty Million (20,000,000) shares of Common Stock havinga par value of $2.00 per share (the “Common Stock”) and One Million (1,000,000) shares of Preferred Stock having apar value of $2.00 per share (the “Preferred Stock”).

 

(b) 	ThePreferred Stock may be issued from time to time by the Board of Directors as herein provided in one or more series. The designations,relative rights, preferences and limitations of the Preferred Stock, and particularly of the shares of each series thereof, may,to the extent permitted by law, be similar to or may differ from those of any other series. The Board of Directors of the Corporationis hereby expressly granted authority, subject to the provisions of this Article 5, to issue Preferred Stock, from time to time,in one or more series and to fix, from time to time, before issuance thereof, by filing a certificate pursuant to the BusinessCorporation Law, the number of shares in each such series of such class and all designations, relative rights (including the right,to the extent permitted by law, to convert into shares of any class or into shares of any series of any class), preferences andlimitations of the shares in each such series, including, but without limiting the generality of the foregoing, the following:

 

(i)	The number of shares to constitute such series (which number may at any time, or from time to time, be increased or decreasedby the Board of Directors, notwithstanding that shares of the series may be outstanding at the time of such increase or decrease,unless the Board of Directors shall have otherwise provided in creating such series) and the distinctive designation thereof;

 

(ii) 	Thedividend rate on the shares of such series, whether or not dividends on the shares of such series shall be cumulative, and thedate or dates, if any, from which dividends thereon shall be cumulative;

 

(iii)	Whether or not the shares of such series shall be redeemable, and, if redeemable, the date or dates upon or after which theyshall be redeemable and the amount or amounts per share (which shall be, in the case of each share, not less than its preferenceupon involuntary liquidation, plus an amount equal to all dividends thereon accrued and unpaid, whether or not earned or declared)payable thereon in the case of the redemption thereof, which amount may vary at different redemption dates or otherwise as permittedby law;

 

(iv)	The right, if any, of holders of shares of such series to convert the same into, or exchange the same for, Common Stock orother stock as permitted by law, and the terms and conditions of such conversion or exchange, as well as provisions for adjustmentof the conversion rate in such events as the Board of Directors shall determine;

 

(v)	The amount per share payable on the shares of such series upon the voluntary and involuntary liquidation, dissolution or windingup of the Corporation;

 

(vi)	Whether the holders of shares of such series shall have voting power, full or limited, in addition to the voting powers providedby law, and, in case additional voting powers are accorded, to fix the extent thereof; and

 

 

(vii)	Generally to fix the other rights and privileges and any qualifications, limitations or restrictions of such rights and privilegesof such series, provided, however, that no such rights, privileges, qualifications, limitations or restrictions shall be in conflictwith the Articles of Incorporation of the Corporation or with the resolution or resolutions adopted by the Board of Directors providingfor the issue of any series of which there are shares then outstanding.

 

(c) 	Allshares of Preferred Stock of the same series shall be identical in all respects, except that shares of any one series issued atdifferent times may differ as to dates, if any, from which dividends thereon may accumulate. All shares of Preferred Stock of allseries shall be of equal rank and shall be identical in all respects, except that to the extent not otherwise limited in this Article5 any series may differ from any other series with respect to any one or more of the designations, relative rights, preferencesand limitations described or referred to in subparagraphs (b)(i) to (vii) inclusive of this Article 5.

 

(d) 	Dividendson the outstanding Preferred Stock of each series shall be declared and paid or set apart for payment before any dividends shallbe declared and paid or set apart for payment on the Common Stock with respect to the same quarterly dividend period. Dividendson any shares of Preferred Stock shall be cumulative only if and to the extent set forth in a certificate filed pursuant to law.After dividends on all shares of Preferred Stock (including cumulative dividends if and to the extent any such shares shall beentitled thereto) shall have been declared and paid or set apart for payment with respect to any quarterly dividend period, thenand not otherwise as long as any shares of Preferred Stock shall remain outstanding, dividends may be declared and paid or setapart for payment with respect to the same quarterly dividend period on the Common Stock out of the assets or funds of the Corporationlegally available therefor.

 

(e) 	Allshares of Preferred Stock of all series shall be of equal rank, preference and priority as to dividends irrespective of whetheror not the rates of dividends to which the particular series of Preferred Stock shall be entitled are the same and when the stateddividends are not paid in full, the shares of all series of Preferred Stock shall share ratably in the payment thereof in accordancewith the sums which would be payable on such shares if all dividends were paid in full, provided, however, that any two or moreseries of Preferred Stock may differ from each other as to the existence and extent of the right to cumulative dividends, as aforesaid.

 

(f) 	Exceptas otherwise specifically provided in the certificate filed pursuant to law with respect to any series of Preferred Stock or asotherwise provided by law, the Preferred Stock shall not have any right to vote for the election of directors or for any otherpurpose, and the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes.Each holder of Common Stock shall be entitled to one vote for each share thereof held. In all instances in which voting rightsare granted to the Preferred Stock or any series thereof, such Preferred Stock or series shall vote with the Common Stock as asingle class, except with respect to any vote for the approval of any merger, consolidation, liquidation or dissolution of theCorporation and except as otherwise provided in the certificate filed pursuant to law with respect to any series of the PreferredStock or as otherwise provided by law.

 

(g) 	Inthe event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, each series of PreferredStock shall have preference and priority over the Common Stock for payment of the amount to which each outstanding series of PreferredStock shall be entitled in accordance with the provisions thereof and each holder of Preferred Stock shall be entitled to be paidin full such amount, or have a sum sufficient for the payment in full set aside, before any payments shall be made to the holdersof Common Stock. If, upon liquidation, dissolution or winding up of the Corporation, the assets of the Corporation, or the proceedsthereof, distributable among the holders of the shares of all series of Preferred Stock shall be insufficient to pay in full thepreferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributed among such holders ratably in accordancewith the respective amounts which would be payable if all amounts payable thereon were paid in full. After the holders of the PreferredStock of each series shall have been paid in full the amounts to which they respectively shall be entitled, or a sum sufficientfor the payment in full set aside, the remaining net assets of the Corporation shall be distributed pro rata to the holders ofthe Common Stock in accordance with their respective rights and interests, to the exclusion of the holders of the Preferred Stock.A consolidation or merger of the Corporation with or into another corporation or corporations, or a sale, whether for cash, sharesof stock, securities or properties, of all or substantially all of the assets of the Corporation, shall not be deemed or construedto be a liquidation, dissolution or winding up of the Corporation within the meaning of this Article 5.

 

(h) 	Inthe event that Preferred Stock of any series shall be made redeemable as provided in subparagraph (b)(iii) of this Article 5, theCorporation, at the option of the Board of Directors, may redeem at any time or times, from time to time, all or any part of anyone or more series of Preferred Stock outstanding by paying for each share the then applicable redemption price fixed by the Boardof Directors as provided herein, plus an amount equal to accrued and unpaid dividends to the date fixed for redemption, upon suchnotice and terms as may be specifically provided in the certificate filed pursuant to law with respect to such series of PreferredStock.

 

 

(i) 	Noholder of Preferred Stock of the Corporation shall be entitled, as such, as a matter of right, to subscribe for or purchase anypart of any new or additional issue of stock of any class or series whatsoever, any rights or options to purchase stock of anyclass or series whatsoever, or any securities convertible into, exchangeable for or carrying rights or options to purchase stockof any class or series whatsoever, whether now or hereafter authorized, and whether issued for cash or other consideration or byway of dividend.

 

6.	[Reserved]

 

7.	No merger, consolidation, liquidationor dissolution of this Corporation nor any action that would result in the sale or other disposition of all or substantially allof the assets of this corporation shall be valid unless first approved by the affirmative vote of the holders of at least sixtysix and two thirds percent (66 2/3%) of the outstanding shares of Common Stock of this Corporation. This Article 7 may not be amendedunless first approved by the affirmative vote of the holders of at least sixty six and two thirds percent (66 2/3%) of the outstandingshares of Common Stock of this corporation.

 

8. 	Cumulative voting rights shall not exist with respectto the election of directors.

 

9. 	(a) 	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 thesecurities of a corporation or otherwise. When considering whether to oppose an offer, the Board of Directors may, but is not legallyobligated to, consider any relevant, germane or pertinent issue; by way of illustration, but not to be considered any limitationon the power of the Board of Directors to oppose a tender or other offer for this corporation's securities, the Board of Directorsmay, but shall not be legally obligated to, consider any or all of the following:

 

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

 

(ii) 	Whethera more favorable price could be obtained for the corporation's securities in the future;

 

(iii) 	Theimpact which an acquisition of the corporation would have on the employees, depositors and customers of the corporation and itssubsidiaries and the communities which they serve;

 

(iv) 	Thereputation and business practices of the offeror and its management and affiliates as they would affect the employees, depositorsand customers of the corporation and its subsidiaries and the future value of the corporation's stock;

 

(v) 	Thevalue of the securities (if any) which the offeror is offering in exchange for the corporation's securities, based on an analysisof the worth of the corporation as compared to the corporation or other entity who securities are being offered; and

 

(vi) 	Anyantitrust or other legal and regulatory issues that are raised by the offer.

 

(b) 	If the Boardof Directors determines that an offer should be rejected, it may take any lawful action to accomplish its purpose, including, butnot limited to, any or all of the following: advising shareholders not to accept the offer; litigation against the offeror; filingcomplaints with all governmental and regulatory authorities; acquiring the corporation's securities; selling or otherwise issuingauthorized but unissued securities or treasury stock or granting options with respect thereto; acquiring a company to create anantitrust or other regulatory problem for the offeror; and obtaining a more favorable offer from another individual or entity.

 

10.	No holder of shares of any classor of any series of any class shall have any preemptive right to subscribe for, purchase or receive any shares of the corporation,whether now or hereafter authorized, or any obligations or other securities convertible into or carrying options or warrants topurchase any such shares of the corporation, or any options or rights to purchase any such shares or securities, issued or soldby the corporation for cash or any other form of consideration, and any such shares, securities, options, warrants or rights maybe issued or disposed of by the Board of Directors to such persons and on such terms as the Board of Directors, in its discretion,shall deem advisable.