**EXHIBIT 3 (i)**

 

ARTICLES OF INCORPORATION, AS AMENDED

 

1.     The name of the corporation is Penns WoodsBancorp, Inc.

 

2.     The location and post office address of theinitial registered office of the corporation in this Commonwealth is 115 S.Main Street, Jersey Shore, Pennsylvania 17740.

 

3.     The corporation is incorporated under theBusiness Corporation Law of the Commonwealth of Pennsylvania for the followingpurpose or purpose:  To have unlimitedpower to engage in and do any lawful act concerning any or all lawful businessfor which corporations may be incorporated under the provisions of theBusiness Corporation Law of the Commonwealth of Pennsylvania. The corporationis incorporated under the provisions of the Business Corporation Law of theCommonwealth of Pennsylvania (Act of May 5, 1933, P.L. 364 as amended).

 

4.     The term for which the corporation is to existis perpetual.

 

5.     The aggregate number of shares which thecorporation shall have authority to issue is ten million (10,000,000) shares, commonstock with a stated par value per share of $8.33.

 

6.     The name(s) and post office address(es) ofeach incorporator(s) and the number and class of shares subscribed for bysuch incorporator(s) is (are):

 
| ** **         | ** ** | ** **             | ** ** | **No. and Class** |
|--------------------|------------|------------------------|------------|------------------------|
| **Name**           | ** ** | **Address**            | ** ** | **of Shares**          |
|               |       |                   |       |                   |
| Theodore H. Reich  |       | 226 Front Street       |       | 1                      |
|               |       | Jersey Shore, PA 17740 |       |                   |
|               |       |                   |       |                   |
| Raymond D. Eck     |       | R.D. 2                 |       | 1                      |
|               |       | Jersey Shore, PA 17740 |       |                   |
|               |       |                   |       |                   |
| Howard N. Thompson |       | P.O. Box 504      |       | 1                      |
|               |       | Jersey Shore, PA 17740 |       |                   |

 

7.     Cumulative voting rights shall not exist withrespect to the election of directors.

 

8.     A.    The Board of Directors may, if it deems itadvisable, oppose a tender, or other offer for the corporation’s securities,whether the offer is in cash or in securities of a corporation or otherwise. Whenconsidering whether to oppose an offer, the Board of Directors may, but it isnot legally obligated to, consider any pertinent issues; by way ofillustration, but not of limitation, the Board of Directors may, but shall notbe legally obligated to, consider any and all of the following:

 

(1)   Whether the offer price is acceptable based onthe historical and present operating results or financial condition of thecorporation.

 

(2)   Whether a more favorable price could beobtained for the corporation’s securities in the future.

 

(3)   The impact which an acquisition of thecorporation would have on its employees, depositors and customers of thecorporation and its subsidiaries in the community which they serve.

 

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(4)   The reputation and business practices of the offerorand its management and affiliates as they would affect the employees,depositors and customers of the corporation and its subsidiaries and the futurevalue of the corporation’s stock.

 

(5)   The value of the securities, if any, which theofferor is offering in exchange for the corporation’s securities, based on ananalysis of the worth of the corporation as compared to the corporation orother entity whose securities are being offered.

 

(6)   Any antitrust or other legal and regulatoryissues that are raised by the offer.

 

B.    If the Board of Directors determines that anoffer should be rejected, it may take any lawful action to accomplish itspurpose including, but not limited to, any and all of the following: advisingshareholders not to accept the offer; litigation against the offeror; filingcomplaints with all governmental and regulatory authorities; acquiring theauthorized but unissued securities or treasury stock or granting options with respectthereto; acquiring a company to create an antitrust or other regulatory problemfor the offeror; and obtaining a more favorable offer from another individualor entity.

 

9.     The Board of Directors of the corporationshall be divided into three classes, the respective terms of office of which shallend in successive years. The number of directors in each class shall bespecified in the Bylaws and shall be nearly as equal as possible. Unless theyare elected to fill vacancies, the directors in each class shall beelected to hold office until the third successive annual meeting of shareholdersafter their election and until their successors shall have been elected andqualified. At each annual meeting of shareholders the directors of only one class shallbe elected, except directors who may be elected to fill vacancies.

 

10.   No holder of shares of any class or ofany series of any class shall have any preemptive right to subscribefor, purchase or receive any shares of the corporation, whether now orhereafter authorized, or any obligations or other securities convertible intoor carrying options to purchase any such shares of the corporation, or anyoptions or rights to purchase any such shares or securities, issued or sold by thecorporation for cash or any other form of consideration, and any suchshares, securities or rights may be issued or disposed of by the Board ofDirectors to such persons and on such terms as the Board in its discretionshall deem advisable.

 

11.   The corporation shall have authority to borrowmoney and the Board of Directors, without the approval of the shareholders andacting within their sole discretion, shall have the authority to issue debtinstruments of the corporation upon such terms and conditions and with suchlimitation as the Board of Directors deems advisable. The authority of the Boardof Directors shall include, but not be limited to, the power to issueconvertible debentures.

 

12.   Every person who is or was a director,officer, employee, or agent of the corporation, or of any corporation which he servedas such at the request of the corporation, shall be indemnified by thecorporation to the fullest extent permitted by law against all expenses andliabilities reasonably incurred by or imposed upon him in connection

 

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withany proceeding to which he may be made, or threatened to be made, anyparty, or in which he may become involved by reason of his being or havingbeen a director, officer, employee or agent of the corporation, or of suchother corporation, whether or not he is a director, officer, employee or agentof the corporation or such other corporation at the time the expenses orliabilities are incurred.

 

13.   No merger, consolidation, liquidation ordissolution of the corporation nor any action that would result in the sale or otherdisposition of all or substantially all of the assets of the corporation shallbe valid unless first approved by the affirmative vote of the holders of atleast sixty-six and 2/3 percent (66-2/3%) of the outstanding shares of CommonStock. This Article 12 may not be amended unless first approved bythe affirmative vote of the holders of at least sixty-six and 2/3 percent(66-2/3%) of the outstanding shares of Common Stock.

 

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