**EXHIBIT3(i)**

 

**AMENDEDAND RESTATED**

**ARTICLESOF INCORPORATION**

 

**OF**

 

**FULTONBANCSHARES CORPORATION**

 

In compliance with the requirements of 15PA.C.S. § 1915, as amended, the undersigned, desiring to be incorporatedas a Pennsylvania business corporation, hereby state that:

 

1.                                       Thename of the Corporation is FULTON BANCSHARES CORPORATION

 

2.                                       Theaddress, including street and number, if any, of the Corporation’s registeredoffice in the Commonwealth of Pennsylvania is:

 

100 Lincoln Way West, McConnellsburg, Pennsylvania17233, and the county of venue is Fulton.

 

3.                                       Thepurpose or purpose of the Corporation is to have unlimited power to engage inand do any lawful act concerning any or all business for which corporations maybe incorporated under the provisions of the Pennsylvania Business CorporationLaw, as amended.

 

4.                                       Theaggregate number of shares that the Corporation shall have authority to issueis 4,000,000 shares of common stock, par value of $.625 per share (the “CommonStock”) with a total authorized capital of Two Million, Five Hundred ThousandDollars ($2,500,000).

 

5.                                       Theterm of the Corporations existence is perpetual

 

6.                                       Thename and address, including street and number, if any, of each of theIncorporators, and the number and class of shares subscribed to by eachIncorporator is:

 
| **Name**          | ** ** | **Address**                                       | ** ** | **Number of  Shares Subscribed** |
|-------------------|------------|---------------------------------------------------|------------|----------------------------------|
|              |       |                                              |       |                             |
| Merrill W. Kerlin |       | 125 North First Street, McConnellsburg, PA 17233  |       | 1                                |
| Robert C. Snyder  |       | 114 West North Street, McConnellsburg, PA 17233   |       | 1                                |
| Marlin C. Shimer  |       | 410 North Second Street, McConnellsburg, PA 17233 |       | 1                                |
| Ellis L. Yingling |       | 200 North Third Street, McConnellsburg, PA 17233  |       | 1                                |

 

7.                                       No merger,consolidation, liquidation or dissolution of this corporation nor any actionthat 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 theaffirmative vote of the holders of at least seventy-five percent (75%) of theoutstanding shares of Common Stock of this corporation. This Article 7 maynot be amended unless first approved by the affirmative vote of the holders ofat least seventy-five percent (75%) of the outstanding shares of Common Stockof this corporation.

 

8.                                       Cumulativevoting rights shall not exist with respect to the election of directors.

 

----

 

9.                                       (a)                                  The Board ofDirectors may, if it deems advisable, oppose a tender or other offer for thiscorporation’s securities, 

 whether the offer is in cash or in thesecurities of a corporation or otherwise. When considering whether to oppose  anoffer, the Board of Directors may, but is not legally obligated to, considerany relevant, germane or pertinent  issue; by way of illustration, but notto be considered any limitation on the power of the Board of Directors to  opposea tender or other offer for this corporation’s securities, the Board ofDirectors may, but shall not be legally  obligated to, consider any or allof the following:

 

(i)                                    Whether the offerprice is acceptable based on the historical and present operating results orfinancial condition of this corporation;

 

(ii)                                 Whether a morefavorable price could be obtained for this corporation’s securities in thefuture;

 

(iii)                              The social and economiceffects of the offer or transaction on this corporation and any of itssubsidiaries, employees, depositors, loan and other customers, creditors,shareholders and other elements of the communities in which this corporationand any of its subsidiaries operate or are located;

 

(iv)                             The reputation andbusiness practice of the offeror and its management and affiliates as theywould affect the shareholders, employees, depositors and customers of thiscorporation and its subsidiaries and the future value of this corporation’sstock;

 

(v)                                The value of thesecurities (if any) which the offeror is offering in exchange for thiscorporation’s securities, based on an analysis of the worth of the corporationor other entity whose securities are being offered;

 

(vi)                             The business and financialconditions and earnings prospects of the offeror, including, but not limitedto, debt service and other existing or likely financial obligations of theofferor, and the possible affect of such conditions upon this corporation andany of its subsidiaries and the other elements of the communities in which thiscorporation and any of its subsidiaries operate or are located;

 

(vii)                          Any antitrust or other legaland regulatory issues that are raised by the offer.

 

(b)                                 If the Board ofDirectors determines that an offer should be rejected, it may take any lawfulaction to accomplish its purpose. Including, but not limited to, any or all ofthe following: advising shareholders not to accept the offer; litigationagainst the offeror; filing complaints with all governmental and regulatoryauthorities; acquiring the offeror corporation’s securities; selling orotherwise issuing authorized but unissued securities or treasury stock orgranting options with respect thereto; acquiring a company to create anantitrust or other regulatory problem for the offeror; and obtaining a morefavorable offer from another individual or entity.

 

10.                                 (a)                                  It is the declaredintent and policy of this corporation and its shareholders that control of thiscorporation is an asset 

 that belongs to all shareholders ofthis

 

----

 

corporation and that no shareholder shouldhave, either directly or indirectly, beneficial ownership of twenty-fivepercent (25%) or more of the outstanding shares of this corporation. Therefore,to carry out the aforementioned intent and policy, this corporation and itsshareholders approve and adopt this Article 10.

 

(b)                                 When any person isdetermined by the Board of Directors to be the beneficial owner, eitherdirectly or indirectly, of twenty-five percent (25%) or more of the outstandingshares of this corporation (the “Substantial Shareholder”), then the Board ofDirectors may issue in its sole discretion on a pro rata basis to thoseshareholders of this corporation who are not affiliated with the SubstantialShareholder warrants to purchase additional shares of the Common Stock of thiscorporation at a purchase price equivalent to fifty percent (50%) of theaverage transaction price of all purchases and sales of the Common Stock ofthis corporation that occurred during the previous twelve-month period and thatare known by the Board of Directors. Such warrants shall be issued without anyconsideration, shall not be assignable and shall expire six (6) monthsfrom the date of their issuance. The Board of Directors shall have the solediscretion in the determination of the number of shares of Common Stock of thiscorporation that may be purchased pursuant to such warrants.

 

(c)                                  The Board ofDirectors may use, but is not necessarily limited to, the following indicia todetermine “beneficial ownership”: the effect of stock ownership by a person’sspouse and minor children; ownership of shares held by a corporation orfoundation of which a Substantial Shareholder is an officer or affiliate; theextent of a Substantial Shareholder’s ownership of partnership shares;transfers pursuant to divorce; installment purchases; stock warrants, grantsand options; control over the voting power of any stock; the status of aSubstantial Shareholder as trustee, trust beneficiary or settlor of a trust ofwhich part or all of the corpus is shares of the Common Stock of thiscorporation; and stock dividends.

 

(d)                                 “Affiliate” of, or aperson “affiliated” with, the Substantial Shareholder, is a person thatdirectly, or indirectly, through one or more intermediaries, controls, or iscontrolled by, or is under common control with, the Substantial Shareholder.

 

(e)                                  “Person” means anindividual, corporation, partnership, association, joint stock company,syndicate, trust where the interests of the beneficiaries are evidenced by asecurity, an unincorporated organization, group of persons acting in consort,or any other entity. “Person” does not mean the Board of Directors of thiscorporation acting collectively in its capacity as the Board of Directors. “Person”does include an individual who is a member of the Board of Directors.

 

(f)                                    This Article 10may not be amended unless first approved by the affirmative vote of the holdersof at least seventy-five percent (75%) of the outstanding shares of CommonStock of this corporation.

 

----