FRANKLIN FINANCIAL SERVICES CORP /PA/

ers.



(a) General Powers. The Board of Directors shall have all the power and authority granted by law to the Board, including all powers necessary or appropriate to the management of the business and affairs of the Corporation.



(b)Specific Powers. Without limiting the general powers conferred by the last preceding clause and the powers conferred by the Articles and these Bylaws of the Corporation, it is hereby expressly declared that the Board of Directors shall have the following powers:



(i)To confer upon any officer or officers of the Corporation the power to choose, remove or suspend assistant officers, agents or servants.



(ii)To appoint any person, firm or corporation to accept and hold in trust for the Corporation any property belonging to the Corporation or in which it is interested, and to authorize any such person, firm or corporation to execute any documents and perform any duties that may be requisite in relation to any such trust.



(iii)To appoint a person or persons to vote shares of another corporation held and owned by the Corporation.



(iv) To appoint three (3) judges of election who shall determine the number of shares outstanding, the voting power of each, the shares represented at annual or special meetings, the existence of a quorum, the authenticity, validity and effect of proxies, receive votes or ballots, hear and determine all challenges and questions in any way arising in connection with the right to vote. The judges shall tabulate all votes, determine the result and file a written report at the meeting. The decision of the majority of all judges shall be effective in all respects as to the decisions or certificates of all the judges.



(v)To fix the place, time and purpose of meetings of shareholders.



(vi)To fix the compensation of Directors and officers for their services.



Section 3.14 Removal of Directors by Sharehol