Attached files
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| 8-K - NATIONAL PENN BANCSHARES, INC. FORM 8-K - NATIONAL PENN BANCSHARES INC | npb8k.htm |
| EX-3.2 - EXHIBIT 3.2 - NATIONAL PENN BANCSHARES INC | ex3-2.htm |
Exhibit
3.1
PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION
BUREAU
Statement
with Respect to Shares
Domestic
Business Corporation
(15 Pa.C.S.
§ 1522)
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Document
will be returned to the
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Name
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name
and address you enter to
the
left.
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Address
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<=
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City State Zip
Code
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Fee:
$70
In
compliance with the requirements of 15 Pa.C.S. § 1522(b) (relating to statement
with respect to shares), the undersigned corporation, desiring to state the
designation and voting rights, preferences, limitations, and special rights, if
any, of a class or series of its shares, hereby states that:
1. The name of the corporation
is:
National
Penn Bancshares, Inc.
2. Check and complete one of the following:
o The resolution
amending the Articles under 15 Pa.C.S. § 1522(b) (relating to divisions and
determinations by the board), set forth in full, is as follows:
þ The resolution
amending the Articles under 15 Pa.C.S. § 1522(b) is set forth in full in Exhibit
A attached hereto and made a part hereof.
3. The
aggregate number of shares of such class or series established and designated by
(a) such resolution, (b) all prior
statements, if any, filed under 15 Pa.C.S. § 1522 or corresponding provisions of
prior law with respect thereto,
and (c) any other provision of the Articles is 35000 shares.
4. The
resolution was adopted by the Board of Directors or an authorized committee
thereon on:
October 27,
2009
5. Check, and if appropriate complete, one of the
following:
þ The resolution shall
be effective upon the filing of this statement with respect to shares in the
Department of State.
o The resolution shall
be effective
on: at
Date Hour
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IN
TESTIMONY WHEREOF, the undersigned corporation has caused this statement
to be signed by a duly authorized officer thereof this
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28th
day of October, 2009.
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National Penn Bancshares,
Inc.
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Name
of Corporation
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/s/ Glenn E. Moyer
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Signature
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Glenn E. Moyer, President and
CEO
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Title
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EXHIBIT
A
October
27, 2009
NATIONAL
PENN BANCSHARES, INC.
BOARD
OF DIRECTORS
WHEREAS,
National Penn Bancshares, Inc. (the “Company”) has the authority to issue up to
1,000,000 shares of preferred stock with no par value and with such rights,
privileges and preferences as may be adopted by the board of directors of the
Company (the “Board”);
WHEREAS,
on August 23, 1989, National Penn Bancshares, Inc. (the “Company”) designated
35,000 shares of the authorized and unissued preferred stock of the Company as
“Series A Junior Participating Preferred Stock” (“Series A Preferred
Stock”);
WHEREAS,
no shares of Series A Preferred Stock have been issued; and
WHEREAS,
pursuant to Article Eighth, clause (a) of the Amended and Restated Articles of
Incorporation of the Company (the “Articles”), the Board has the authority to
decrease the number of shares of any designated series of preferred
stock
WHEREAS,
upon such a decrease, such shares shall resume the status they had prior to the
designation;
WHEREAS,
on September 8, 2009, the Nominating/Governance Committee of the Company (the
“Committee”) recommended to the Board that it decrease the number of shares of
Series A Preferred Stock to 0 and abolish the Series A Preferred Stock (the
“Cancellation”);
WHEREAS,
the Board deems it desirable and in the best interest of the Company to follow
the recommendation of the Committee;
NOW,
THEREFORE, BE IT:
RESOLVED,
pursuant to the authority expressly granted and vested in the Board in
accordance with the provisions of the Articles, that the Cancellation is hereby
approved and adopted, and in connection therewith, that the proper officers of
the Company be, and each of them hereby is, authorized, empowered and directed,
for and on behalf of the Company, to make, execute, perform, acknowledge,
verify, issue and deliver all such applications, agreements, documents,
instruments and certificates, and to do or cause to be done all such acts and
things, and take all such steps and other action or actions, and to make all
such payments and remittances and pay any expenses (including bank fees and
attorneys’ and other advisors’ fees), as may in each case be approved by such
officer taking such action or actions as necessary, appropriate or advisable in
order to effectuate the Cancellation, and any actions taken by the Company’s
officers or their representatives in furtherance of these objectives are hereby
authorized, adopted, approved, ratified and confirmed; and
FURTHER
RESOLVED, that any officer of the Company is hereby authorized to certify and
deliver to any person to whom such certification and delivery may be deemed
necessary and desirable in the opinion of such officer a true copy of the
foregoing resolutions; and
FURTHER
RESOLVED, that no class of capital stock of the Company other than the Series A
Preferred Stock shall be affected by the Cancellation.