EXHIBIT 3 (ii)
BY-LAWS OF PENSECO FINANCIAL SERVICES CORPORATION
PLACE OF BUSINESS
The principal office for the transaction of business shall be in the City of Scranton, Pennsylvania (until otherwise
determined in the manner prescribed by law, the principal office shall be located at 150 North Washington
Avenue, and business of the corporation may be carried on at such other locations as may be lawfully established
and operated as branches).
MEETING OF SHAREHOLDERS
SECTION 1. The annual meeting of the shareholders shall be held at such place within the Commonwealth of
Pennsylvania as shall be designated by the Board of Directors on the First Tuesday of May in each year at 2
o'clock P.M., unless that day be a duly designated legal holiday, in which event the annual meeting shall be held
on the first day following which is not a legal holiday.
A written or printed notice of every such meeting shall be mailed to each shareholder, charges prepaid, at least
ten days before the date of the meeting to his, her or its last known address as appears on the books of the
SECTION 2. At each annual meeting the shareholders shall elect members to the Board of Directors to serve
until their successors are duly elected in accordance with Article III, Section 1 and shall transact such other
business as may come before them.
SECTION 3. Special meetings of the shareholders may be called at any time by the President, the Board of
Directors, or the holders of not less than one-fifth of all the shares outstanding and, entitled to vote at the
particular meeting. At any time, upon the written request of any person entitled to call a special meeting as
provided in this Section, the Secretary shall call a special meeting of the shareholders to be held at such time as
the notice shall specify, but not more than sixty days after the receipt of the request for such meeting. A written or
printed notice for every special meeting, specifying the purpose and time an