A major shareholder of CNB Financial Corp. is complaining that its board doesn't adequately represent current shareholders.

Morris Massry, who owns 7.33% of CNB stock, is proposing an amendment to the by-laws requiring that the board include at least one person who wasn't a director before the company began trading on the Nasdaq system in May 1994. He has filed the amendment proposal for inclusion in the 1996 proxy statement.

Mr. Massry met with bank management on Dec. 11 to discuss his views about the makeup of the board, but officials rejected his concerns.

According to a filing with the Securities and Exchange Commission, Mr. Massry is considering nominating a candidate for director or proposing a merger, and might buy more stock or join with other shareholders to pressure the board.

Bank officials declined to comment.

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