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This excerpt taken from the FKFS 8-K filed Feb 12, 2008. Nominations of
Directors. Nominations of candidates for election as directors
at any annual meeting of stockholders may be made (a) by, or at the direction
of, a majority of the Board of Directors or (b) by any stockholder entitled to
vote at such annual meeting. Only persons nominated in accordance
with the procedures set forth in this Article 6.F shall be eligible for election
as directors at an annual meeting. Ballots bearing the names of all
the persons who have been nominated for election as directors at an annual
meeting in accordance with the procedures set forth in this Article 6.F shall be
provided for use at the annual meeting.
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Nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation as set forth in this Article
6.F. To be timely, a stockholder's notice shall be delivered to, or
mailed and received at, the principal executive offices of the Corporation not
later than 60 days prior to the anniversary date of the immediately preceding
annual meeting of stockholders of the Corporation; provided, however, that with
respect to the first scheduled annual meeting following the completion of the
conversion of First Keystone Federal Savings Bank, Media, Pennsylvania (the
"Savings Bank"), from mutual to stock form, notice by the stockholder must be so
delivered or received no later than the close of business on the tenth day
following the day on which notice of the date of the scheduled annual meeting
was mailed, provided further that the notice by the stockholder must be
delivered or received no later than the close of business on the fifth day
preceding the date of the meeting. Such stockholder's notice shall
set forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director and as to the stockholder giving the
notice (i) the name, age, business address and residence address of such person,
(ii) the principal occupation or employment of such person, (iii) the class and
number of shares of Corporation stock which are Beneficially Owned (as defined
in Article 10.A(e)) by such person on the date of such stockholder notice, and
(iv) any other information relating to such person that is required to be
disclosed in solicitations of proxies with respect to nominees for election as
directors, pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), including, but not limited to, information
required to be disclosed by Items 4, 5, 6 and 7 of Schedule 14A and information
which would be required to be filed on Schedule 14B with the Securities and
Exchange Commission (or any successors of such items or schedules); and (b) as
to the stockholder giving the notice (i) the name and address, as they appear on
the Corporation's books, of such stockholder and any other stockholders known by
such stockholder to be supporting such nominees and (ii) the class and number of
shares of Corporation stock which are Beneficially Owned by such stockholder on
the date of such stockholder notice and, to the extent known, by any other
stockholders known by such stockholder to be supporting such nominees on the
date of such stockholder notice. At the request of the Board of
Directors, any person nominated by, or at the direction of, the Board for
election as a director at an annual meeting shall furnish to the Secretary of
the Corporation that information required to be set forth in a stockholder's
notice of nomination which pertains to the nominee.
The
Board of Directors may reject any nomination by a stockholder not timely made in
accordance with the requirements of this Article 6.F. If the Board of
Directors, or a designated committee thereof, determines that the information
provided in a stockholder's notice does not satisfy the informational
requirements of this Article 6.F in any material respect, the Secretary of the
Corporation shall promptly notify such stockholder of the deficiency in the
notice. The stockholder shall have an opportunity to cure the
deficiency by providing additional information to the Secretary within such
period of time, not to exceed five days from the date such deficiency notice is
given to the stockholder, as the Board of Directors or such committee shall
reasonably determine. If the deficiency is not cured within such
period, or if the Board of Directors or such committee reasonably determines
that the additional information provided by the stockholder, together with
information previously provided, does not satisfy the requirements of this
Article 6.F in any material respect, then the Board of Directors may reject such
stockholder's nomination. The Secretary of the Corporation shall
notify a stockholder in writing whether his nomination has been made in
accordance with the time and informational requirements of this Article
6.F. Notwithstanding the procedures set forth in this paragraph, if
neither the Board of Directors nor such committee makes a determination as to
the validity of any nominations by a stockholder, the presiding officer of the
annual meeting shall determine and declare at the annual meeting whether the
nomination was made in accordance with the terms of this Article
6.F. If the presiding officer determines that a nomination was made
in accordance with the terms of this Article 6.F, he shall so declare at the
annual meeting and ballots shall be provided for use at the meeting with respect
to such nominee. If the presiding officer determines that a
nomination was not made in accordance with the terms of this Article 6.F, he
shall so declare at the annual meeting and the defective nomination shall be
disregarded.
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Notwithstanding the foregoing, and except as otherwise
required by law, whenever the holders of any one or more series of Preferred
Stock shall have the right, voting separately as a class, to elect one or more
directors of the Corporation, the provisions of this Article 6.F shall not apply
with respect to the director or directors elected by such holders of Preferred
Stock.
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