Attached files
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| 8-K - FORM 8-K 2-11-10 DIMECO, INC. - DIMECO INC | f8k_021110-0322.htm |
DIMECO,
INC.
RESOLUTIONS
OF
THE
BOARD
OF DIRECTORS
WHEREAS, the Board of
Directors believes that it is desirable and in the best interests of the
Corporation and its stockholders to allow its shares to be held in book-entry
form.
NOW, THEREFORE, BE IT
RESOLVED, that Article 18 SHARE CERTIFICATES of the Corporation’s Bylaws
be, and hereby is, amended to add the following sentence at the beginning of
Section 18.1 thereof:
“The
shares of the Corporation’s capital stock may be represented by certificates or
uncertificated.”; and
BE IT FURTHER RESOLVED, that
Article 18 SHARE CERTIFICATES, of the Corporation’s Bylaws be, and hereby is,
amended by renumbering current Section 18.2 thereof as Section 18.3 by adding a
new Section 18.2 thereto to read as follows:
Section
18.2. The Board of Directors may authorize the issuance of
uncertificated shares by the Corporation, and may prescribe procedures for the
issuance and registration of transfer thereof, and with respect to such other
matters relating to uncertificated shares as the Board of Directors may deem
appropriate. No such authorization shall affect previously issued and
outstanding shares represented by certificates until such certificates shall
have been surrendered to the Corporation. Within a reasonable time
after the issuance or transfer of any uncertificated shares, the Corporation
shall issue or cause to be issued to the holder of such shares a written
statement of the information required to be included on stock certificates under
the laws of the Commonwealth of Pennsylvania and these
Bylaws. Notwithstanding the adoption of any resolution providing for
uncertificated shares, each registered holder of stock represented by
uncertificated shares shall be entitled, upon request to the custodian of the
stock transfer books of the Corporation, or other person designated as the
custodian of the records of uncertificated shares, to have physical certificates
representing such shares registered in such holder’s name.; and
BE IT FURTHER RESOLVED, that
Article 19 TRANSFER OF SHARES of the Corporation’s Bylaws be, and hereby is,
amended by amending Section 19.1 thereof to read as follows:
Section
19.1 (a) Transfers of stock shall be made only upon the
stock transfer books of the Corporation, kept at the registered office of the
Corporation or at its principal place of business, or at the office of its
transfer agent or registrar and, in the case of certificated shares, before a
new certificate is issued, the old certificate shall be surrendered for
cancellation. The Board of Directors may, by resolution, open a share
register in any state of the United States, and may employ an agent or agents to
keep such register, and to record transfers of shares therein.
(b) Certificated shares of stock shall be transferred by delivery of
the certificates therefor, accompanied either by an assignment in writing on the
back of the certificate or an assignment separate from the certificate, or by a
written power of attorney to sell, assign, and transfer the same, signed by the
holder of said certificate. No shares of certificated stock shall be
transferred on the books of the Corporation until the outstanding certificates
therefor have been surrendered to the Corporation.; and
BE IT FURTHER RESOLVED, that
the President or such other officers as he may designate be, and they hereby
are, authorized and directed to file such notices and take such other actions as
they shall deem necessary or convenient, with the advice of counsel, to place
the foregoing Bylaws into effect and to carry out its purposes and their
authority to act shall be conclusively, but not exclusively, evidenced by such
actions.
IN WITNESS WHEREOF, I have
executed this Certificate on this 11th day
of February, 2010.
/s/ Linda S.
Tallman
Linda S. Tallman,
Secretary