FRANKLIN FINANCIAL SERVICES CORP /PA/

g.



(a)Voting. At least five (5) days before any meeting of shareholders, the officer or agent having charge of the transfer books of the Corporation shall make a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of and the number of shares held by each, which list shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.

(b)Proxies. At all shareholders’ meetings, shareholders entitled to vote may attend and vote either in person or by proxy. Every proxy shall be executed or authenticated by the shareholder, or by his duly authorized attorney in fact, and shall be filed with or transmitted to the Secretary of the Corporation or the Corporation’s designated agent. A telegram, telex, cablegram, datagram, e mail, Internet communication or other means of electronic transmission from a shareholder or attorney-in-fact, or a photographic, facsimile or similar reproduction of a writing executed by a shareholder or attorney-in-fact: (i) may, at the discretion of the Secretary, be treated as properly executed or authenticated for purposes of this subsection, and (ii) shall be so treated if it sets forth or utilizes a confidential and unique identification number or other mark furnished by the Corporation to the shareholder for the purposes of a particular meeting or transaction. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until the notice thereof has been given to the Secretary of the Corporation.



(c)Manner of Voting. All elections of Directors shall be by ballot. All other actions by resolution or motion need not be by ballot except upon demand by a majority of the shareholders entitled to vote in person or by proxy before the voting begins.



(d)Required Vote. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting unless otherwise provided by law, these Bylaws, or the Articles of Incorporation.



(e)No Cumulative Voting. Cumulative voting shall not be permitted. Each shareholder shall be entitled to one (1) vote for each share standing in his name and may vote, either in person or by proxy, on all matters and elections, including election of Directors.



Section 2.8 Conduct of Meet