<PAGE>

                                                                     EXHIBIT 3.1

                            ARTICLES OF INCORPORATION

                                       OF

                          CNB FINANCIAL SERVICES, INC.

          The undersigned, acting as incorporator of a corporation under Section
27, Article 1, Chapter 31 of the Code of West Virginia adopts the following
Articles of Incorporation for such corporation, FILED IN DUPLICATE:

                                    ARTICLE I

          The undersigned agrees to become a corporation by the name of CNB
Financial Services, Inc.

                                   ARTICLE II

          The address of the principal office of said corporation will be
located at 212 South Washington Street, P. O. Box 130, Town of Berkeley Springs,
County of Morgan, and State of West Virginia 25411-0130.

                                   ARTICLE III

          The purpose or purposes for which this corporation is formed are as
follows: To transact any or all lawful business for which corporations may be
incorporated under the corporation laws of the State of West Virginia.

                                   ARTICLE IV

          No shareholder or other person shall have any preemptive right
whatsoever.

                                    ARTICLE V

          Provisions for the regulation of the internal affairs of the
corporation are:

          V.1. INDEMNIFICATION:

          A.Indemnification. Each person who was or is a party or is threatened
to be made a party to or is involved (including, without limitation, as a
witness or deponent) in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, investigative or otherwise
in nature ("Proceeding"), by reason of the fact that he or she, or a person of
whom he or she is the legal representative, is or was a director or officer of
the corporation or is or was serving at the written request of the corporation's
Board of Directors,


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<PAGE>

president or their delegate as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such Proceeding is alleged action or omission in an official
capacity as a director, officer, trustee, employee or agent or in any other
capacity, shall be indemnified and held harmless by the corporation to the
fullest extent authorized by law, including but not limited to the West Virginia
Code, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the corporation
to provide broader indemnification rights than said Code permitted the
corporation to provide prior to such amendment), against all expenses, liability
and loss (including, without limitation, attorneys' fees and disbursements,
judgments, fines, ERISA or other similar or dissimilar excise taxes or penalties
and amounts paid or to be paid in settlement) incurred or suffered by such
person in connection therewith; provided, however, that the corporation shall
indemnify any such person seeking indemnity in connection with a Proceeding (or
part thereof) initiated by such person only if such Proceeding (or part thereof)
was authorized by the Board of Directors of the corporation; provided, further,
that the corporation shall not indemnify any person for civil money penalties or
other matters, to the extent such indemnification is specifically not
permissible pursuant to federal or state statute or regulation, or order or rule
of a regulatory agency of the federal or state government with authority to
enter, make or promulgate such order or rule. Such right shall include the right
to be paid by the corporation expenses, including, without limitation,
attorneys' fees and disbursements, incurred in defending or participating in any
such Proceeding in advance of its final disposition; provided, however, that the
payment of such expenses in advance of the final disposition of such Proceeding
shall be made only upon delivery to the corporation of an undertaking, by or on
behalf of such director or officer, in which such director or officer agrees to
repay all amounts so advanced if it should be ultimately determined that such
person is not entitled to be indemnified under this Article or otherwise. The
termination of any 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
reasonably believed to be in or not opposed to the best interest of the
corporation, or that such person did have reasonable cause to believe that his
conduct was unlawful.

          B. Right of Claimant to Bring Suit. If a claim under this Article is
not paid in full by the corporation within thirty days after a written claim
therefor has been received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim and, if successful, in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending or participating in any Proceeding in advance of
its final disposition where the required undertaking has been tendered to the
corporation) that the claimant has not met the standards of conduct which make
it permissible under the applicable law for the corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the corporation.

          Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification or
reimbursement of the claimant is permitted in the circumstances because he or
she has met the applicable standard of conduct, nor an actual determination by
the corporation (including its Board of Directors, independent legal counsel, or
its shareholders) that the claimant has not met such applicable standard of
conduct,


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<PAGE>

shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

          C. Contractual Rights: Applicability. The right to be indemnified or
to the reimbursement or advancement of expenses pursuant hereto (i) is a
contract right based upon good and valuable consideration, pursuant to which the
person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the corporation and the director or
officer, (ii) is intended to be retroactive and shall be available with respect
to events occurring prior to the adoption hereof, and (iii) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto.

          D. Requested Service. Any director or officer of the corporation
serving, in any capacity, (i) another corporation of which five percent (5%) or
more of the shares entitled to vote in the election of its directors is held by
the corporation, or (ii) any employee benefit plan of the corporation or of any
corporation referred to in clause (i), shall be deemed to be doing so at the
request of the corporation.

          E. Non-Exclusivity of Rights. The rights conferred on any person
hereunder shall not be exclusive of and shall be in addition to any other right
which such person may have or may hereafter acquire under any statute, provision
of the Certificate of Incorporation, Bylaws, agreement, vote of shareholders or
disinterested directors or otherwise.

          F. Insurance. The corporation may purchase and maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the corporation or another corporation, partnership, joint venture, trust or
other enterprise against such expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under West Virginia law.

          V.2. VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS

          A. Higher Vote for Certain Business Combinations. In addition to any
affirmative vote required by law or these Articles of Incorporation, and except
as otherwise expressly provided in Section V.3 of this Article V,

               (i) any merger or consolidation of the corporation or any
subsidiary (as hereinafter defined) with (a) any Interested Stockholder (as
hereinafter defined) or (b) any other corporation (whether or not itself an
Interested Stockholder) which is, or after such merger or consolidation would
be, an Affiliate (as hereinafter defined) of any Interested Stockholder;

               (ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) to or with
any Interested Stockholder or any Affiliate of any Interested Stockholder of any
assets of the corporation or any subsidiary having an aggregate Fair Market
Value of $2,000,000 or more;

               (iii) the issuance or transfer by the corporation or any
subsidiary (in one transaction or a series of transactions) of any securities of
the corporation or any subsidiary to any Interested Stockholder or any Affiliate
of any Interested Stockholder in exchange for cash, securities or other property
(or a combination thereof) having an aggregate Fair Market Value of $2,000,000
or more;


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<PAGE>

               (iv) the adoption of any plan or proposal for the liquidation or
dissolution of the corporation proposed by or on behalf of an Interested
Stockholder or any Affiliate of any Interested Stockholder; or

               (v) any reclassification of securities (including any reverse
stock split), or recapitalization of the corporation, or any merger or
consolidation of the corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise involving an Interested
Stockholder) which has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of equity or
convertible securities of the corporation or any Subsidiary which is directly or
indirectly owned by any Interested Stockholder or any Affiliate of any
Interested Stockholder;

shall require the affirmative vote of the holders of at least 80% of the voting
power of the then outstanding shares of capital stock of the corporation
entitled to vote (the "Voting Stock"), voting together as a single class (it
being understood that for purpose of this Article V, each share of the Voting
Stock shall have the number of votes granted to it pursuant to Article V of
these Articles of Incorporation). Such affirmative vote shall be required,
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

          B. Definition of "Business Combination". The term "Business
Combination" as used in this Article V shall mean any transaction which is
referred to in any one or more of clauses (i) through (v) of paragraph A of this
Section V.2.

          V.3. WHEN HIGHER VOTE IS NOT REQUIRED

          The provisions of Section V.2 of this Article V shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote as is required by law and any other
provision of these Articles of Incorporation, if all of the conditions specified
in either of the following paragraphs A and B are met:

          A. Approval by Disinterested Directors. The Business Combination shall
have been approved by a majority of the Disinterested Directors (as hereinafter
defined).

          B. Price and Procedure Requirements. All of the following conditions
shall have been met:

               (i) The aggregate amount of the cash and the Fair Market Value
(as hereinafter defined) as of the date of the consummation of the Business
Combination of consideration other than cash to be received per share by holders
of Common Stock in such Business Combination shall be at least equal to the
higher of the following:

                    (a) (if applicable) the highest per share price (including
any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by
the Interested Stockholder for any shares of Common Stock acquired by it (1)
within the two-year period immediately prior to the first public announcement of
the proposal of the Business Combination (the "Announcement Date") or (2) in the
transaction in which it became an Interested Stockholder, whichever is higher;
and


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<PAGE>

                    (b) the Fair Market Value per share of Common Stock on the
Announcement Date or on the date on which the Interested Stockholder became an
Interested Stockholder (such latter date is referred to in this Article V as the
"Determination Date"), whichever is higher.

               (ii) The aggregate amount of the cash and the Fair Market Value
as of the date of the consummation of the Business Combination of consideration
other than cash to be received per share by holders of shares of any other class
of outstanding Voting Stock shall be at least equal to the highest of the
following (it being intended that the requirements of this paragraph B(ii) shall
be required to be met with respect to every class of outstanding Voting Stock,
whether or not the Interested Stockholder has previously acquired any shares of
a particular class of Voting Stock):

                    (a) (if applicable) the highest per share price (including
any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by
the Interested Stockholder for any shares of such class of Voting Stock acquired
by it (1) within the three-year period immediately prior to the Announcement
Date or (2) in the transaction in which it became an Interested Stockholder,
whichever is higher;

                    (b) (if applicable) the highest preferential amount per
share to which the holders of shares of such class of Voting Stock are entitled
in the event of any voluntary or involuntary liquidation, dissolution or winding
up of the corporation; and

                    (c) the Fair Market Value per share of such class of Voting
Stock on the Announcement Date or on the Determination Date, whichever is
higher.

               (iii) The Consideration to be received by holders of a particular
class of outstanding Voting Stock (including Common Stock) shall be in cash or
in the same form as the Interested Stockholder has previously paid for shares of
such class of Voting Stock. If the Interested Stockholder has paid for shares of
any class of Voting Stock with varying forms of consideration, the form of
consideration for such class of Voting Stock shall be either cash or the form
used to acquire the largest number of shares of such class of Voting Stock
previously acquired by it. The price determined in accordance with paragraphs
B(i) and B(ii) of this Section V.3 shall be subject to appropriate adjustment in
the event of any stock dividend, stock split, combination of shares or similar
event.

               (iv) After such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of such Business Combination: (a)
there shall have been (1) no reduction in the annual rate of dividends paid on
the Common Stock (except as necessary to reflect any subdivision of the Common
Stock), except as approved by a majority of the Disinterested Directors, and (2)
an increase in such annual rate of dividends as necessary to reflect any
reclassification (including any reverse stock split), recapitalization,
reorganization or any similar transaction which has the effect of reducing the
number of outstanding shares of the Common Stock, unless the failure so to
increase such annual rate is approved by a majority of the Disinterested
Directors; and (b) such Interested Stockholder shall not have become the
beneficial owner of any additional shares of Voting Stock except as part of the
transaction which results in such Interested Stockholder becoming an Interested
Stockholder.


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<PAGE>

               (v) After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have received the benefit,
directly or indirectly (except proportionate as a stockholder), of any loans,
advances, guarantees, pledges or other financial assistance or any tax credits
or other tax advantages provided by the corporation, whether in anticipation of
or in connection with such Business Combination or otherwise.

               (vi) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the Securities
Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent
provisions replacing such Act, rules or regulations) shall be mailed to
stockholders of the corporation at least 30 days prior to the consummation of
such Business Combination (whether or not such proxy or information statement is
required to be mailed pursuant to such Act or subsequent provisions).

          V.4. CERTAIN DEFINITIONS

          For the purpose of this Article V:

          A. A "person" shall mean any individual, firm, corporation or other
entity.

          B. "Interested Stockholder" shall mean any person (other than the
corporation or any Subsidiary) who or which:

               (i) is the beneficial owner, directly or indirectly, of more than
10% of the voting power of the outstanding Voting Stock;

               (ii) is an Affiliate of the corporation and at any time within
the two-year period immediately prior to the date in question was the beneficial
owner, directly or indirectly, of 10% or more of the voting power of the then
outstanding Voting Stock; or

               (iii) is an assignee of or has otherwise succeeded to any shares
of Voting Stock which were at any time within the three-year period immediately
prior to the date in question beneficially owned by any Interested Stockholder,
if such assignment or succession shall have occurred in the course of a
transaction or series of transactions not involving a public offering within the
meaning of the Securities Act of 1933.

          C. A person shall be a "beneficial owner" of any Voting Stock:

               (i) which such person or any of its Affiliates or Associates (as
hereinafter defined) owns, directly or indirectly;

               (ii) which such person or any of its Affiliates or Associates has
(a) the right to acquire (whether such right is exercisable immediately or only
after the passage of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (b) the right to vote pursuant to any
agreement, arrangement or understanding; or

               (iii) which are owned, directly or indirectly, by any other
person with which such person or any of its Affiliates or Associates has any
agreement, arrangement or understanding for the purpose of acquiring, holding,
voting or disposing of any shares of Voting Stock.


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<PAGE>

          D. For the purposes of determining whether a person is an Interested
Stockholder pursuant to paragraph B of this Section V.4, the number of shares of
Voting Stock deemed to be outstanding shall include shares deemed owned through
application of paragraph C of this Section V.4 but shall not include any other
shares of Voting Stock which may be issuable pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.

          E. "Affiliate" or "Associates" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934.

          F. "Subsidiary" means any corporation of which a majority of any class
of equity security is owned, directly or indirectly, by the corporation;
provided, however, that for the purposes of the definition of Interested
Stockholder set forth in paragraph B of this Section V.4, the term "Subsidiary"
shall mean only a corporation of which a majority of each class of equity
security is owned, directly or indirectly, by the corporation.

          G. "Disinterested Director" means any member of the Board of Directors
of the corporation (the "Board") who is unaffiliated with the Interested
Stockholder and was a member of the Board prior to the time that the Interested
Stockholder became an Interested Stockholder, and any successor of a
Disinterested Director who is unaffiliated with the Interested Stockholder and
is recommended to succeed a Disinterested Director by a majority of
Disinterested Directors then on the Board; provided, however, that all Directors
of the corporation who are elected as Directors as of the 2000 Annual Meeting of
Shareholders of the corporation shall be deemed to be Disinterested Directors,
notwithstanding the above provisions.

          H. "Fair Market Value" means: (i) in the case of stock, the highest
closing sale price during the 30-day period immediately preceding the date in
question of a share of such stock on the Composite Tape for New York Stock
Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape,
on the New York Stock Exchange or the American Stock Exchange, or, if such stock
is not listed on such Exchange, or the principal United States securities
exchange registered under the Securities Exchange Act of 1934 on which such
stock is listed, or, if such stock is not listed on any such exchange, the
highest closing bid quotation with respect to a share of such stock during the
30-day period preceding the date in question on the National Association of
Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or any system
then in use, or if not listed with NASDAQ, the average bid and ask prices
available from brokerage firms in Charleston, West Virginia, or if such
information is not available, the fair market value on the date in question of a
share of such stock as determined by the Board in good faith; and (ii) in the
case of property other than cash or stock, the fair market value of such
property on the date in question as determined by the Board in good faith.

          I. In the event of any Business Combination in which the corporation
survives, the phrase "other consideration to be received" as used in paragraphs
B(i) and (ii) of Section V.3 of this Article V shall include the shares of
Common Stock and/or the shares of any other class of outstanding Voting Stock
retained by the holders of such shares.

          V.5. POWERS OF THE BOARD OF DIRECTORS


                                       33

<PAGE>

          A majority of the Directors of the corporation shall have the power
and duty to determine for the purposes of this Article V, on the basis of
information known to them after reasonable inquiry, (A) whether a person is an
Interested Stockholder, (B) the number of shares of Voting Stock beneficially
owned by any person, (C) whether a person is an Affiliate or Associate of
another, and (D) whether the assets which are the subject of any Business
Combination have, or the consideration to be received for the issuance or
transfer of securities by the corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of $2,000,000 or more. A
majority of the Directors of the corporation shall have the further power to
interpret all of the terms and provisions of this Article V.

          V.6. NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED STOCKHOLDERS

          Nothing contained in this Article V shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.

          V.7. AMENDMENT, REPEAL, ETC.

          Notwithstanding any other provisions of these Articles of
Incorporation or the Bylaws of the corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, these Articles of
Incorporation or the Bylaws of the corporation), the affirmative vote of the
holders of 80% or more of the outstanding Voting Stock entitled to vote, voting
together as a single class, shall be required to amend or repeal, or adopt any
provisions inconsistent with this Article V.

                                   ARTICLE VI

          The amount of the total authorized capital stock of said corporation
shall be Five Million Dollars ($5,000,000.00), which shall be divided into five
million (5,000,000) shares of common stock with a par value of One Dollar
($1.00) each per share.

          The Board of Directors shall have the power and authority at any time
and from time to time to issue, sell or otherwise dispose of any unissued but
authorized shares of any class or classes of stock presently provided for in the
Certificate of Incorporation, or that may hereafter be provided for by a
subsequent amendment to the Certificate of Incorporation, to such persons or
parties, including the holders of Common Stock or of any such other class of
stock, for such considerations (not less than the par value, if any, thereof)
and upon such terms and conditions as the Board of Directors in its discretion
may deem to be in the best interests of the corporation. Except as expressly
provided to the contrary hereinafter, such issuance, sale or other disposition
may be made without offering such shares, or any part or class thereof, to the
holders of Common Stock or any such other class of stock, and no such holder
shall have any preemptive right to subscribe for any such shares.

          Each holder of Common Stock of the corporation entitled to vote shall
have one vote for each share thereof held.

                                   ARTICLE VII


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<PAGE>

          The full name and address of the incorporator is:

<TABLE>
<CAPTION>
NAME                ADDRESS
----                -------
<S>                 <C>
Thomas F. Rokisky   P. O. Box 130
                    212 South Washington Street
                    Berkeley Springs, WV 25411-0130
</TABLE>

                                  ARTICLE VIII

          The existence of this corporation is to be perpetual.

                                   ARTICLE IX

          The full name and address of the appointed person to whom notice or
process may be sent is CNB Financial Services, Inc., Attention: President, 212
South Washington Street, P. O. Box 130, Berkeley Springs, WV 25411-0130.

                                    ARTICLE X

          The number of directors constituting the initial Board of Directors of
the corporation is twelve and the names and addresses of the persons who shall
serve as directors until the first annual meeting of shareholders or until their
successors are elected and shall qualify are:

<TABLE>
<CAPTION>
         NAME                     ADDRESS
---------------------   --------------------------
<S>                     <C>
J. Robert Ayers         Berkeley Springs, WV 25411
John E. Barker          Berkeley Springs, WV 25411
Jay E. Dick             Berkeley Springs, WV 25411
Herbert L. Eppinger     Berkeley Springs, WV 25411
Robert L. Hawvermale    Berkeley Springs, WV 25411
J. Philip Kesecker      Berkeley Springs, WV 25411
Raymond H. Lawyer       Berkeley Springs, WV 25411
Jerald McGraw           Berkeley Springs, WV 25411
Martha H. Quarantillo   Berkeley Springs, WV 25411
Thomas F. Rokisky       Berkeley Springs, WV 25411
Charles S. Trump, IV    Berkeley Springs, WV 25411
Arlie R. Yost           Berkeley Springs, WV 25411
</TABLE>


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<PAGE>

          THE UNDERSIGNED, for the purpose of forming a corporation under the
laws of the State of West Virginia, does make and file these Articles of
Incorporation, and I have accordingly hereto set my hand this 16th day of March,
2000.


                                        /s/ T. F. Rokisky
                                        ----------------------------------------
                                        Thomas F. Rokisky

Articles of Incorporation prepared by:
Charles D. Dunbar, Esquire
JACKSON & KELLY PLLC
1600 Laidley Tower
Post Office Box 553
Charleston, West Virginia 25322

STATE OF WEST VIRGINIA,

COUNTY OF MORGAN, to-wit:

          I, Tamela A. Waugh, a Notary Public in and for the County and State
aforesaid, hereby certify that Thomas F. Rokisky, whose name is signed to the
foregoing Articles of Incorporation, bearing date the 16th day of March, 2000,
this day personally appeared before me in my said County and acknowledged his
signature to be the same.

          Given under my hand and official seal this the 16th day of March,
2000.

          My commission expires: November 17, 2003.


                                        /s/ Tamela A. Waugh
                                        ----------------------------------------
                                        Notary Public

[NOTARIAL SEAL]


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<PAGE>

                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                          CNB FINANCIAL SERVICES, INC.

     Pursuant to Section 1006, Article 10, Chapter 31D of the Code of West
Virginia, the undersigned corporation adopts the following Articles of Amendment
to its Articles of Incorporation:

          FIRST: The name of the corporation is CNB Financial Services, Inc.

          SECOND: The following amendment to the Articles of Incorporation was
               adopted by vote of the board of directors and the shareholders of
               the corporation.

          THIRD: The date of the adoption was April 2, 2008.

          FOURTH: The following amendment to the Articles of Incorporation was
               adopted by the shareholders of the corporation in the manner
               prescribed by law:

               RESOLVED, That Article X of the Articles of Incorporation be
                    amended to read, in its entirety, as follows:

                          ARTICLE X BOARD OF DIRECTORS

     A. Number, Election and Terms. The number of the Directors of the
Corporation shall be fixed from time to time by or pursuant to the Bylaws of the
Corporation. The Directors shall be classified, with respect to the time for
which they severally hold office, into three classes, as nearly equal in number
as possible, as shall be provided in the manner specified in the Bylaws of the
Corporation, one class to be originally elected for a term expiring at the
Annual Meeting of Stockholders to be held in 2009, another class to be
originally elected for a term expiring at the Annual Meeting of Stockholders to
be held in 2010, and another class to be originally elected for a term expiring
at the Annual Meeting of Stockholders to be held in 2011, with each class to
hold office until its successor is elected and qualified. At each Annual Meeting
of the stockholders of the Corporation, the successors of the class of Directors
whose term expires at that meeting shall be elected to hold office for a term
expiring at the Annual Meeting of Stockholders held in the third year following
the year of their election.

     B. Newly Created Directorships and Vacancies. Newly created Directorships
resulting from any increase in the number of Directors and any vacancies on the
Board of Directors resulting from death, resignation, disqualification, removal
or other cause shall be filled by the affirmative vote of a majority of the
remaining Directors then in office, even though less than a quorum of the Board
of Directors. Any Director elected in accordance with the preceding sentence to
fill a vacancy resulting from death, resignation, disqualification, removal or
other cause shall hold office for the remainder of the full term of the class of
Directors in which the vacancy occurred and until such Director's successor
shall have been elected and qualified, provided that said Director is elected at
the next election of Directors, and Directors elected in accordance with the
preceding sentence by reason of an increase in the number of Directors shall
hold office only until the next election of Directors by the shareholders and
until such Director's successor shall have been elected and qualified. No
decrease in number of Directors constituting the Board of Directors shall
shorten the term of any incumbent Director.

     C. Removal. Any Director may be removed from office, with or without cause,
and only by the affirmative vote of the holders of 75% of the combined voting
power of the then outstanding shares of stock entitled to vote generally in the
election of Directors, voting together as a single class.

     D. Amendment, Repeal, Etc. Notwithstanding anything contained in these
Articles of Incorporation to the contrary, the affirmative vote of the holders
of at least 75% of the voting power of all shares of the Corporation entitled to
vote generally to the election of Directors, voting together as a single class,
shall be required to alter, amend, or adopt any provision inconsistent with or
repeal this Article X.

               FIFTH: Contract name and number of person to reach in case of
                    problem with filing:

                              Name: Charles D. Dunbar, Esq.
                              Phone: (304) 340-1196

               SIXTH: Signature of person executing document:


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<PAGE>


/s/ Thomas F. Rokisky                   President/CEO
-------------------------------------   ----------------------------------------
 Signature                              Capacity in which he/she is signing


                                       38