Exhibit 3.1
AMENDED AND RESTATED
BYLAWS OF AMERISERV
FINANCIAL, INC.
Amended and restated effective as of April 2,
2020
ARTICLE 1
Meetings of Shareholders
Section 1.1. Annual Meeting.
The regular annual meeting of the shareholders of AmeriServ
Financial, Inc. (the “Corporation”)
for the election of directors and the transaction of whatever other
business may properly come before the meeting, shall be held at the
Main Office of the Corporation, Main and Franklin Streets, City of
Johnstown, Commonwealth of Pennsylvania, at 1:30 p.m., on the
4th Tuesday of April of each year, or at such other place on
such other date and at such other time as the Board of Directors
may in their discretion determine. Notwithstanding the
preceding sentence, if a meeting of the shareholders is held by
means of the internet or other electronic communications technology
in a fashion pursuant to which the shareholders have the
opportunity to read or hear the proceedings substantially
concurrently with their occurrence, vote on matters submitted to
the shareholders, pose questions to the directors, make appropriate
motions and comment on the business of the meeting, the meeting
need not be held at a particular geographic location. The
Non-Executive Chairperson of the Board of Directors, or, in his or
her absence, the Non-Executive Vice Chairperson of the Board of
Directors, shall preside at the annual meeting. Written notice
stating the place, day, and hour of the meeting and, in case of
special meeting, the general nature of the business to be
transacted, shall be delivered not less than five (5) nor more than
forty (40) days before the date of the meeting, or in case of
a merger or consolidation not less than ten (10) nor more than
forty (40) days before the date of the meeting, either
personally or by mail, by or at the direction of the Non-Executive
Chairperson of the Board, the President, or the Secretary, or the
office or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his or her address as
it appears on the books of the Corporation or as supplied by him or
her to the Corporation for the purpose of notice, with postage
thereon prepaid.
Section 1.2. Special Meeting.
Special meetings of the shareholders may be called at any
time by the Non-Executive Chairperson of the Board, the
Non-Executive Vice Chairperson of the Board, the Chief Executive
Officer, the President or by a majority of the Board of Directors.
The Secretary shall fix the date of such meeting, to be held
not more than sixty (60) days after receipt of the request,
and shall give due notice thereof.
Section 1.3. Nominations for
Directors. Notwithstanding the provisions of
Section 1.8 hereof (dealing with business at meetings of
shareholders), nominations for the election of directors may be
made by the Board of Directors, by a committee appointed by the
Board of Directors with authority to do so or by any shareholder of
record entitled to vote in the election of directors who is a
shareholder at the record date of the meeting and also on the date
of the meeting at which directors are to be elected; provided,
however, that with respect to a nomination made by a shareholder,
such shareholder must provide timely written notice to the
Non-Executive Chairperson of the Board in accordance with the
following requirements (whether or not the shareholder requests the
Corporation to include such nomination in the
Corporation’s meeting
notice or proxy solicitation material, and even if such item of
business is already the subject of any notice to shareholders from,
or public disclosure by, the Corporation):
(a)
to be timely, a shareholder’s notice
must be delivered to, or mailed and received at, the principal
executive offices of the Corporation addressed to the attention of
the Non-Executive Chairperson of the Board (i) in the case of
an annual meeting that is called for a date that is within
30 days before or after the anniversary date of the
immediately preceding annual meeting of shareholders, not less than
90 days nor more than 120 days prior to such anniversary
date, and (ii) in the case of an annual meeting that is called
for a date that is not within 30 days before or after the
anniversary date of the immediately preceding annual meeting, or in
the case of a special meeting of shareholders called for the
purpose of electing directors, not later than the close of business
on the fifth day following the earlier of the day on which notice
of the date of the meeting was mailed or public disclosure of the
meeting date (which shall include disclosure of the meeting date
given to a national securities exchange or the National Association
of Securities Dealers) was made; and
(b) Each such written notice must set
forth: (i) the name and address of the shareholder who intends
to make the nomination (“Nominating
Shareholder”);
(ii) the name and address of the beneficial owner, if
different than the Nominating Shareholder, of any of the shares
owned of record by the Nominating Shareholder (“Beneficial
Holder”);
(iii) the number of shares of each class and series of shares
of the Corporation which are owned of record and beneficially by
the Nominating Shareholder and the number which are owned
beneficially by any Beneficial Holder; (iv) a representation
that there are (and will be) no undisclosed arrangements and
understandings between the Nominating Shareholder and any
Beneficial Holder and any other person or persons pursuant to which
the nomination is being made; (v) the name and address of the
person or persons to be nominated; (vi) a representation that
the Nominating Shareholder is at the time of giving of the notice,
was or will be on the record date for the meeting, and will be on
the meeting date a holder of record of shares of the Corporation
entitled to vote at such meeting, and intends to appear in person
or by proxy at the meeting to nominate the person or persons
specified in the notice; (vii) such other information
regarding each nominee proposed by the Nominating Shareholder as
would have been required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated, or intended to be
nominated, by the Board of Directors; (viii) a description of
any agreement, arrangement or understanding (including any
derivative or short positions, profit interests, options, hedging
transactions, and borrowed or loaned shares) that has been entered
into as of the date of the Nominating Shareholder’s notice
by, or on behalf of, the Nominating Shareholder or any of its
affiliates or associates, the effect or intent of which is to
mitigate loss to, manage risk or benefit of share price exchanges
for, or increase or decrease the voting power of the Nominating
Shareholder or any of its affiliates or associates with respect to
shares of stock of the Corporation; and (ix) the written
consent of each nominee to serve as a director of the Corporation
if so elected. The presiding officer of the meeting may, in
such officer’s sole
discretion, refuse to acknowledge the nomination of any person
which the presiding officer determines is not made in compliance
with the foregoing procedure.
Section 1.4. Judges of Election.
Every election of directors shall be managed by three
(3) judges, who shall be appointed from among the shareholders
by the Board of Directors. The judges of election shall hold
and conduct the election at which they are appointed to serve; and,
after the election, they shall file with the Secretary a
certificate under their hands, certifying the result thereof and
the names of the directors elected. The judges of election,
at the request of the Chairperson of the meeting, shall act as
tellers of any other vote by ballot taken at such meeting, and
shall certify the result thereof. No person who is a
candidate for office, or an officer or any employee of this
Corporation or a subsidiary thereof, shall act as a judge.
Section 1.5.
Proxies. Shareholders may vote at any
meeting of the shareholders in person, or by proxy. Every
proxy shall be executed in writing, or authenticated by the
shareholder or by their duly authorized attorney-in-fact and filed
with or transmitted to the secretary of the Corporation or its
designated agent. A shareholder or their duly authorized
attorney-in-fact may execute or authenticate in writing or transmit
an electronic message authorizing another person to act for the
shareholder by proxy. A telegram, telex, cablegram, datagram,
e-mail, Internet communication or similar 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 may be treated as
properly executed or authenticated. If the Corporation conducts
voting by e-mail or other similar electronic transmission, the
Corporation shall furnish to those shareholders voting by e-mail or
other similar electronic transmission, a confidential and unique
identification number or other type of mark to be used by the
shareholder to vote at a particular meeting or transaction.
Proxies, unless otherwise provided, shall be valid for only
one meeting to be specified therein, and any adjournments of such
meeting. No proxy shall be valid after eleven
(11) months from the date of its execution unless otherwise
provided in the proxy. Proxies shall be dated and shall be
filed with the records of the meeting.
Section 1.6. Quorum. A
majority of the outstanding capital stock, represented in person or
by proxy, shall constitute a quorum at any meeting of shareholders,
unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be
held, as adjourned, without further notice. The presence or
participation, including voting and taking other action, at a
meeting of shareholders or the expression of consent or dissent to
corporate action by a shareholder by conference telephone or other
electronic means, including, without limitation, the internet,
shall constitute the presence of, or vote or action by, the
shareholder for purposes of these bylaws. A majority of the
votes cast shall decide every question or matter submitted to the
shareholders at any meeting, at which a quorum is present, unless
otherwise provided by law or by the Articles of Incorporation.
Section 1.7. Voting. Only
persons in whose names shares appear on the share transfer books of
the Corporation on the date on which notice of the meeting is
mailed shall be entitled to vote at such meeting, unless some other
day is fixed by the Board of Directors for the determination of
shareholders of record, but such date shall not be less than fifty
(50) nor more than ninety (90) days before the date of the
meeting. Each outstanding share, regardless of class, shall
be entitled to one vote on each matter submitted to a vote, except
that in all elections for directors every shareholder shall have
the right to vote, in person, by proxy, by e-mail, or Internet
communication or other similar means of electronic transmission,
for the number of shares owned by him or her, for as many persons
as there are directors to be elected, or to cumulate said shares,
and give one candidate as many votes as the number of directors
multiplied by the number of his or her shares shall equal, or to
distribute them on the same principle among as many candidates as
he or she shall think fit. If the Corporation conducts voting by
e-mail or other similar electronic transmission, the Corporation
shall furnish to those shareholders voting by e-mail or other
similar electronic transmission, a confidential and unique
identification number or other type of mark to be used by the
shareholder to vote at a particular meeting or transaction.
Section 1.8. Business at Meetings of
Shareholders.
(a) Except as otherwise provided by law
or in these Bylaws, or except as permitted by the presiding officer
of the meeting in the exercise of such officer’s sole
discretion in any specific instance, the business which shall be
voted upon or discussed at any annual or special meeting of the
shareholders shall (i) have been specified in the notice of
the meeting (or
any supplement thereto) given by the Corporation,
(ii) be brought before the meeting at the direction of the
Board of Directors, or (iii) in the case of an annual meeting
of shareholders, have been specified in a written notice given to
the Corporation by or on behalf of any shareholder who shall have
been a shareholder of record on the record date for such meeting
and who shall continue to be entitled to vote thereat (the
“Shareholder
Notice”), in
accordance with all of the requirements set forth below (whether or
not the shareholder requests the Corporation to include such item
of business in the Corporation’s meeting
notice or proxy solicitation material, and even if such item of
business is already the subject of any notice to shareholders from,
or public disclosure by, the Corporation).
(b) Each Shareholder Notice must be
delivered to, or mailed and received at, the principal executive
offices of the Corporation addressed to the attention of the
Non-Executive Chairperson of the Board (i) in the case of an
annual meeting that is called for a date that is within
30 days before or after the anniversary date of the
immediately preceding annual meeting of shareholders, not less than
90 days nor more than 120 days prior to such anniversary
date, provided, that a proposal submitted by a shareholder for
inclusion in the Corporation’s proxy
statement for an annual meeting which is appropriate for inclusion
therein and otherwise complies with Securities Exchange Act of 1934
Rule 14a-8 (including timeliness), shall be deemed to have also
been submitted timely pursuant to these Bylaws and (ii) in the
case of an annual meeting that is called for a date that is not
within 30 days before or after the anniversary date of the
immediately preceding annual meeting, not later than the close of
business on the fifth day following the earlier of the day on
which notice of the date of the meeting was mailed or public
disclosure of the meeting date (which shall include disclosure of
the meeting date given to a national securities exchange or the
National Association of Securities Dealers) was made. Each
such Shareholder Notice must set forth (A) the name and
address of the shareholder who intends to bring the business before
the annual meeting (“Proposing
Shareholder”);
(B) the name and address of the beneficial owner, if different
than the Proposing Shareholder, of any of the shares owned of
record by the Proposing Shareholder (“Beneficial
Owner”);
(C) the number of shares of each class and series of shares of
the Corporation which are owned of record and beneficially by the
Proposing Shareholder and the number which are owned beneficially
by any Beneficial Owner; (D) any interest (other than an
interest solely as a shareholder) which the Proposing Shareholder
or a Beneficial Owner has in the business being proposed by the
Proposing Shareholder; (E) a representation that there are
(and will be) no undisclosed arrangements and understandings
between the Proposing Shareholder and any Beneficial Owner and any
other person or persons (naming such person or persons) pursuant to
which the proposal in the Shareholder Notice is being made;
(F) a description of the business which the Proposing
Shareholder seeks to bring before the annual meeting, the reason
for doing so and, if a specific action is to be proposed, the text
of the resolution or resolutions which the Proposing Shareholder
proposes that the Corporation adopt; and (G) a representation
that the Proposing Shareholder is at the time of giving the
Shareholder Notice, was or will be on the record date for the
meeting, and will be on the meeting date a holder of record of
shares of the Corporation entitled to vote at such meeting, and
intends to appear in person or by proxy at the meeting to bring the
business specified in the Shareholder Notice before the meeting.
The presiding officer of the meeting may, in such
officer’s sole
discretion, refuse to acknowledge any business proposed by a
shareholder which the presiding officer determines is not made in
compliance with the foregoing procedure.
Section 1.9. Subchapters G and H of
the Business Corporation Law. The provisions of
Subchapter G of Chapter 25 (Section 2561 et seq.)
and the provisions of Subchapter H of Chapter 25
(Section 2571 et seq.) of the Pennsylvania Business
Corporation Law of 1988, as amended (effected by the Act of
April 27, 1990 (No. 36)) shall not be applicable to the
Corporation.
ARTICLE 2
Directors
Section 2.1. Board of Directors.
The Board of Directors shall have the power to manage and
administer the business and affairs of the Corporation.
Except as expressly limited by law or required or directed by
these Bylaws or by the Articles of Incorporation to be exercised or
done by the shareholders, all corporate powers of the Corporation
shall be vested in and may be exercised by the Board of
Directors.
Section 2.2. Non-Executive
Chairperson. The Board of Directors may elect from its
members a Non-Executive Chairperson of the Board of Directors. The
Non-Executive Chairperson of the Board shall be elected by the
Board, from the Board and for the Board. The specific
function of the Non-Executive Chairperson of the Board shall be to
monitor progress toward the achievement of strategic objectives and
evaluate management performance, to take primary responsibility for
corporate governance compliance and to act as the primary link from
the Board to the Chief Executive Officer and management as mutually
agreed upon by the Non-Executive Chairperson of the Board and the
Chief Executive Officer but ultimately approved by the Board of
Directors. In addition, the Non-Executive Chairperson of the
Board shall preside at meetings of shareholders, all Board meetings
and perform such other duties as the Board of Directors may assign
from time to time.
Section 2.3. Non-Executive Vice
Chairperson. The Board of Directors may elect from its
members a Non-Executive Vice Chairperson of the Board of Directors.
The Non-Executive Vice Chairperson of the Board shall be
elected by the Board, from the Board and for the Board. The
Non-Executive Vice Chairperson of the Board shall assist the
Non-Executive Chairperson of the Board and have such other duties
as may be assigned by the Board or the Non-Executive Chairperson of
the Board. In the absence of the Non-Executive Chairperson of
the Board’s, the
Non-Executive Vice-Chairperson of the Board, as designated and
available, shall (i) preside at meetings of the shareholders and
the Board and (ii) perform all other functions of the Non-Executive
Chair Person.
Section 2.4. Number; Term;
Vacancies. The classification, election and appointment,
term of office and removal from office of directors shall be in
accordance with and governed by the provisions of Article Seventh
of the Articles of Incorporation of this Corporation which
provisions are incorporated herein with the same effect as if fully
set forth in the Bylaws of the Corporation and applicable law.
The maximum number of directors on the Board of Directors
shall not exceed eight (8) directors who are not officers of the
Corporation or a subsidiary or affiliate of the Corporation plus
the Chief Executive Officer of the Corporation, with the exact
number of directors serving on the Board of Directors being fixed
from time to time by a resolution adopted by the Board of
Directors. If the Chief Executive Officer of the Corporation
thereafter ceases to hold such office, then the Board of Directors
may declare such director’s position
vacant and such declaration shall be proper cause under
Section 1726(b) of the Pennsylvania Business Corporation Law
or any successor statute or provision. No Interim Chief
Executive Officer shall become a director while serving in an
interim capacity.
Section 2.5. Organization
Meeting. The Secretary, upon receiving the certificate of
the judges, of the result of any election, shall notify the
directors-elect of their election and of the time at which they are
required to meet at the Main Office of the Corporation for the
purpose of organizing the new Board and electing and appointing
officers of the Corporation for the succeeding year. Such
meeting shall be held on the day of the election or as soon
thereafter as practicable, and, in any event, within
thirty days thereof. If, at the time fixed for such
meeting,
there shall not be a quorum present, the directors
present may adjourn the meeting, from time to time, until a quorum
is obtained.
Section 2.6. Regular Meetings.
The regular meetings of the Board of Directors shall be held
at least quarterly at a time and place determined by the Board of
Directors. No notice of regular meetings need be given.
Section 2.7. Special Meetings.
Special meetings of the Board of Directors may be called by
the Non-Executive Chairperson of the Board, the Non-Executive Vice
Chairperson of the Board, the Chief Executive Officer, the
President or at the request a majority of the Board of Directors,
to be held at the principal place of business of the Corporation or
such other place as designated by the person or persons calling the
meeting. Each member of the Board of Directors shall be given
notice stating the time and place, by e-mail, telephone, telegram,
facsimile transmission, letter, or in person, of each such special
meeting.
Section 2.8. Executive Sessions.
Meetings in Executive Session of the directors who are not
officers of the Corporation or a subsidiary or affiliate of the
Corporation and meet all applicable independence requirements shall
be held at least semi-annually at a time and place determined by
the independent directors. Meetings in Executive Session of
the directors who are not officers of the Corporation or a
subsidiary including any directors who do not meet all applicable
independence requirements may be held at a time and place
determined by the directors who are not officers of the Corporation
or a subsidiary. No notice of Executive Sessions need be
given.
Section 2.9. Quorum. A
majority of the directors shall constitute a quorum at any meeting,
except when otherwise provided by law; but a less number may
adjourn any meeting, from time to time, and the meeting may be
held, as adjourned, without further notice.
Section 2.10. Remuneration.
No stated fee shall be paid to directors, as such, for their
service, but by resolution of the Board of Directors, a fixed sum
and expenses of attendance, if any, may be allowed for attendance
at each regular or special meeting of the Board of Directors;
provided, that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other
capacity and receiving compensation therefore. Members of
standing or special committees may be allowed like compensation for
attending committee meetings. A fixed annual retainer in
stock of AmeriServ Financial, Inc. may be allowed for service on
the Board of Directors. Additional Board fees for the
Non-Executive Chairperson of the Board of Directors and the
Non-Executive Vice Chairperson of the Board of Directors will be
recommended to the Board of Directors by the Compensation/Human
Resources Committee of the Board of Directors.
Section 2.11. Action by Directors
Without a Meeting. Any action which may be taken at a
meeting of the directors, or of a committee thereof, may be taken
without a meeting if consent or consents shall be signed by all of
the directors, or all of the members of the committee, as the case
may be. Such consent shall have the same effect as a
unanimous vote.
Section 2.12. Action of Directors by
Communications Equipment. Any action which may be taken
at a meeting of directors, or of a committee thereof, may be taken
by means of a conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other at the same time, subject to such
policies and procedures that may be adopted by the Board of
Directors.
Section 2.13. Age Limitations.
No person shall be eligible for election, re-election,
appointment or re-appointment to the Board of Directors if such
person shall have attained the
age of seventy-five (75) years at the time of any
such action, unless approved by a vote of shareholders.
Section 2.14. Interlocks.
No person shall be eligible for election, re-election,
appointment or re-appointment to the Board of Directors if such
person is or within the preceding five years has been a director of
any other depository institution unless such person is approved by
a majority of the Board of Directors.
Section 2.15. Standards of
Conduct. With the exception of the Non-Executive
Chairperson of the Board, the Non-Executive Vice Chairperson of the
Board and the Chief Executive Officer:
(a) Directors of the Corporation shall
not, either in their capacities as directors, shareholders or
otherwise, directly or indirectly, encourage, solicit, initiate, or
respond to any material indications of interest, proposals or
offers for any acquisition of, or change of control involving, the
Corporation, whether by merger, sale of assets, or otherwise, or
assist, aid or abet any person or persons with respect to such
conduct. In the event that any director is approached as
described herein, any such contact shall be immediately referred in
writing to the Non-Executive Chairperson of the Board of
Directors, the Non-Executive Vice Chairperson of the
Board or the Chief Executive Officer. In the event that the
Non-Executive Chairperson of the Board, the
Non-Executive Vice Chairperson of the Board and/or the Chief
Executive Officer engage in any of the activity described in this
subsection they shall immediately report the activity to the Board
of Directors.
(b) Directors of the Corporation shall
not, either in their capacities as directors, shareholders or
otherwise, provide any third person with non-public information
concerning the Corporation.
(c) Directors of the Corporation shall
not (in any capacity) publicly comment on the
Corporation’s
strategic alternatives (including any potential acquisition by the
Corporation or a sale or possible sale of the Corporation) or on
differences of view among members of the Board relating to the
Corporation’s
strategic alternatives or on specific merger proposals or
opportunities; absent in any case either a direction from the
entire Board of Directors by the affirmative vote of 75% of the
total number of directors then in office (rounding up to the
nearest whole number) or a written opinion of counsel to the
Corporation that such director’s
fiduciary duty requires any such conduct.
The failure by a director to observe and comply
with the foregoing covenants and agreements shall subject the
director to removal by a vote of a majority of the Board of
Directors then in office or otherwise in accordance with law,
unless such director has received a written opinion of the
Corporation’s counsel
that such director’s
fiduciary duty requires such conduct.
Section 2.16. Background Checks.
No person shall be eligible for election, re-election,
appointment or re-appointment to the Board of Directors unless such
person has undergone a background check in accordance with the
background check policy of the Board of Directors and the
background check has not revealed any information that in the
opinion of the Board of Directors and corporate counsel should
preclude said person from serving as a director, in the best
interests of the Corporation.
Section 2.17. Share Ownership.
Each director shall own in his or her own right unencumbered
shares of common stock in the Corporation having a market value of
not less than $25,000.
Section 2.18.
Minutes. The Board of Directors and
each committee hereinafter provided for shall keep minutes of its
meetings. Minutes of the committees shall be submitted at the
next regular meeting of the Board of Directors, and any action
taken with respect thereto shall be entered as the minutes of the
Board of Directors.
ARTICLE 3
Committees of the Board
Section 3.1. Committees.
The Board of Directors may appoint from time to time, from
its own members, committees of three (3) or more persons, for such
purposes and with such powers as the Board may authorize. A
majority of the then authorized members of a committee shall
constitute a quorum for the transaction of business, and the vote
of a majority of the members of the committee present at any
meeting at which there is a quorum shall be the act of the
committee; provided, however that (i) at least three (3) members of
each committee shall qualify as “independent”
under applicable rules promulgated by The Nasdaq Stock Market LLC
and the Securities and Exchange Commission and (ii) a quorum for
the transaction of business shall also require the presence of two
(2) of such independent directors. A director may serve as
Chairperson of only one (1) committee at a time unless otherwise
recommended by the Nominating and Governance Committee and approved
by the Board of Directors.
Section 3.2. Standing Committees.
The standing committees which shall be appointed from time to
time by the Board of Directors shall be the Executive Committee,
the Audit Committee, the Nominating and Corporate Governance
Committee, the Compensation/Human Resources Committee, the Asset
Liability Management/Investment Committee, the Technology
Committee, and such other committees as may be deemed necessary by
the Board of Directors for efficient operation of the
Corporation.
Section 3.3. Executive
Committee. The Committee shall consist of not less than
three (3) members of the Board of Directors who are not
officers of the Corporation or a subsidiary or affiliate of the
Corporation. The Board of Directors may, in its discretion,
elect the Non-Executive Chairperson of the Board and/or the
Non-Executive Vice Chairperson of the Board to the Executive
Committee. The Executive Committee may exercise all of the
powers of the Board of Directors except where action of the Board
of Directors is by law specifically required. The Secretary
shall keep a record of its proceedings and report the same at each
regular meeting of the Board of Directors. It shall meet upon
the call of the Non-Executive Chairperson of the Board, the
Non-Executive Vice Chairperson of the Board, the Chairperson of the
Committee, or any two (2) members thereof. The Board of
Directors shall accept or decline the report of the Executive
Committee, such action to be recorded in the minutes of the
meeting. All members of the Executive Committee shall
qualify as “independent”
within the then applicable listing standards of The NASDAQ Stock
Market LLC.
Section 3.4. Audit Committee.
The Audit Committee shall consist of not less than three
(3) members of the Board of Directors who are not officers of
the Corporation or a subsidiary or affiliate of the Corporation.
The Committee shall provide oversight over the independent
auditors and the internal audit and loan review departments for the
Corporation and each of its direct and indirect subsidiaries.
The Audit Committee shall otherwise discharge its duties as
provided by the terms and conditions of the Audit Committee Charter
as approved by the Committee. All members of the Audit
Committee shall qualify as “independent”
under applicable rules for audit committee membership promulgated
by The NASDAQ Stock Market LLC and the Securities and Exchange
Commission.
Section 3.5.
Nominating and Corporate Governance
Committee. There shall be a Nominating and Corporate
Governance Committee of at least three (3) members of the
Board of Directors who are not officers of the Corporation or a
subsidiary or affiliate of the Corporation. It shall be the
duty of this Committee to approve persons as nominees for election
as directors for consideration at the annual meeting of the
shareholders of the Corporation and each of its direct and indirect
subsidiaries. Further, the Non-Executive Chairperson of the Board,
after consultation with the Chief Executive Officer and President,
shall recommend appointments to all committees of the Corporation,
as well as the Chairperson and Vice Chairperson for each committee
of the Board of Directors of the Corporation and each of its direct
and indirect subsidiaries, if applicable. The Nominating and
Corporate Governance Committee shall review and amend as needed and
shall then present a slate to the Board of Directors. The
Board shall be the final authority for approval of all committee
appointments, including the appointments of the Chairperson and
Vice Chairperson for each committee. In the event of a need
to fill a temporary vacancy on the Board of Directors of the
Corporation, the Nominating and Corporate Governance Committee
shall nominate a director for consideration by the Board of
Directors of the Corporation, to serve until the next
reorganization meeting. In the event of a need to fill a
temporary vacancy on a Committee or a Committee Chairpersonship or
Vice Chairpersonship, the Non-Executive Chairperson of the Board,
after consultation with the Chief Executive Officer and President,
shall recommend an appointment to fill the vacancy until the next
reorganization meeting. The Nominating and Corporate
Governance Committee shall review and amend as needed and shall
then present a recommendation to the Board of Directors, which
shall be the final authority for approval of all appointments to
fill a temporary vacancy on a Committee or Committee
Chairpersonship or Vice Chairpersonship. It shall also be the duty
of the Committee to review and make recommendations to the Board of
Directors concerning the corporate governance policies and
practices of the Corporation and its direct and indirect
subsidiaries, as provided by the terms and conditions of the
Nominating and Corporate Governance Committee Charter approved by
the Committee and the Board. The Nominating and Corporate
Governance Committee shall have such other duties as may be
lawfully delegated to it from time to time by the Board of
Directors. All members of the Nominating and Corporate
Governance Committee shall qualify as “independent”
under applicable rules for nominating committee membership
promulgated by The NASDAQ Stock Market LLC and the Securities and
Exchange Commission.
Section 3.6. Compensation/Human
Resources Committee. There shall be a Compensation/Human
Resources Committee of at least three (3) members of the Board
of Directors who are not officers of the Corporation or a
subsidiary or affiliate of the Corporation. It shall be the
duty of the Committee to review and make recommendations to the
Board of Directors concerning compensation of the named executive
officers in the Corporation’s proxy
statement as well as the compensation policies and procedures for
the Corporation and each of its direct and indirect subsidiaries.
It shall be the further duty of the Committee to administer
any existing or future stock option plan in accordance with the
provisions thereof. In addition, the Committee shall have
oversight of the Corporation’s human
resources and employment matters for the Corporation and its direct
and indirect subsidiaries, as provided by the terms and conditions
of the Compensation/Human Resources Committee Charter as approved
by the Committee. The Committee shall have such other duties
as may be lawfully delegated to it from time to time by the Board
of Directors. All members of the Compensation/Human Resources
Committee shall qualify as “independent”
under applicable rules for compensation committee membership
promulgated by The NASDAQ Stock Market LLC and the Securities and
Exchange Commission.
Section 3.7. Asset Liability
Management/Investment Committee. There shall be an Committee of
at least three (3) members of the Board of Directors of which
a majority of
the members are not officers of the
Corporation or a subsidiary or affiliate of the Corporation.
It shall be the duty of the Committee to assist the Board of
Directors in the formulation and administration of balance sheet
management, as provide by the terms and conditions of the Asset
Liability Management/Investment Committee Charter approved by the
Committee. The Committee shall have such other duties as may be
lawfully delegated to it from time to time by the Board of
Directors.
Section 3.8. Technology
Committee. There shall be a Technology Committee of at
least three (3) members of the Board of Directors of which a
majority of the members are not officers of the Corporation or a
subsidiary or affiliate of the Corporation. The Committee
will oversee the operation of information systems (IS), including
new technology implementation, within the Corporation and its
subsidiaries and affiliates and will provide input into the
Corporation’s
strategic IS plan and IS disaster recovery plan. The
Committee shall have such other duties as may be lawfully delegated
to it from time to time by the Board of Directors.
Section 3.9. Ad Hoc Committees.
The Board of Directors shall have the authority to appoint all ad
hoc committees and designate alternate members of all committees to
serve temporarily for members unable to attend any meeting of a
standing committee.
Section 3.10. Vice Chairperson.
All Committees shall have a Vice Chairperson who shall
preside at Committee meetings in the absence of the
Chairperson.
ARTICLE 4
Officers and Employees
Section 4.1. Designations.
The officers of the Corporation shall be the Chief Executive
Officer, the President, Secretary and Treasurer who shall be
elected for one year by the Board of Directors at their first
meeting after the annual meeting of shareholders and who shall hold
office until their successors are elected and qualify. Any
two or more offices may be held by the same person, except the
offices of President and Treasurer.
Section 4.2. The Chief Executive
Officer. The Chief Executive Officer shall have general
supervision of all departments and business of the Corporation.
The Chief Executive Officer shall prescribe the duties of
other officers and see to the performance thereof. He or she
shall also have and may exercise such further powers and duties as
from time to time may be conferred upon or assigned to him or her
by the Board of Directors. If the Chief Executive Officer is not
also the President, he or she shall be a member of the Board of
Directors. In the absence of the Non-Executive Chairperson of the
Board and Non-Executive Vice Chairperson of the Board, the Chief
Executive Officer shall preside at all meetings of the Board of
Directors. The Chief Executive Officer shall report directly
to the Board of Directors of the Corporation.
Section 4.3. President.
The President shall have and may exercise any and all powers
and duties pertaining by law, regulation, or practice to the office
of President or imposed by these Bylaws. The President shall
also have and may exercise such further powers and duties as from
time to time may be conferred upon or assigned to the President by
the Board of Directors. The President may also be the Chief
Executive Officer. In the absence of the Non-Executive
Chairperson of the Board, Non-Executive Vice Chairperson of the
Board and Chief Executive Officer, if such person is not also the
President, the President shall preside at all meetings of the Board
of Directors.
Section 4.4. Secretary.
The Board of Directors shall appoint a Secretary, who shall
be Secretary of the Board and of the Corporation, and shall keep
accurate minutes of meetings. The Secretary shall attend to
the giving of all notices required by these Bylaws to be given.
The
Secretary shall be custodian of the corporate seal,
records, documents and papers of the Corporation. The
Secretary shall have and may exercise any and all other powers and
duties pertaining by law, regulation or practice to the office of
Secretary or imposed by these Bylaws. The Secretary shall
perform such other duties as may be assigned to the Secretary from
time to time by the Board of Directors.
Section 4.5. Treasurer.
The Board of Directors shall appoint a Treasurer, who shall
be the Treasurer of the Corporation. The Treasurer shall have
and may exercise any and all powers and duties pertaining by law,
regulation or practice to the office of Treasurer or imposed by
these Bylaws. The Treasurer shall perform such other duties
as may be assigned to him or her from time to time by the Board of
Directors.
Section 4.6. Other Officers.
The Board of Directors may appoint one or more Executive Vice
Presidents, one or more senior Vice Presidents, one or more Vice
Presidents, one or more Assistant Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, a Chief
Auditor, (who is appointed by and reports to the Board Audit
Committee), and such other officers, officers emeritus and
Attorneys-in-fact found necessary for the orderly transaction of
business. Such officers shall respectively exercise such
powers and perform such duties as pertain to the respective
officers or as may be conferred upon or assigned to them by the
Board of Directors, the Chief Executive Officer or the
President.
Section 4.7. Clerks and Agents.
The Board of Directors may appoint, from time to time, such
agents or employees as it may deem advisable from the prompt and
orderly transaction of the business of the Corporation, define
their duties, fix salaries to be paid them and dismiss them.
Subject to the authority of the Board of Directors, the Chief
Executive Officer, the President or any other officer of the
Corporation authorized by him, may appoint and dismiss all or any
agents or employees, prescribe their duties and the conditions of
their employment, and from time to time, fix their
compensation.
Section 4.8. Tenure of Office.
All officers shall hold office for the current year for which
the Board of Directors was elected, unless they shall resign,
become disqualified, or be removed; and any vacancy occurring in
the office of the Chief Executive Officer or the President shall be
filled by the Board of Directors. In the event that the Chief
Executive Officer or the President is unable to act, the Board of
Directors shall meet forthwith upon the call of the Non-Executive
Chairperson of the Board, Non-Executive Vice Chairperson of the
Board or Chairperson of the Executive Committee to appoint a
successor or replacement.
ARTICLE 5
Authority of Officers
Section 5.1. Corporate Seal.
The Chief Executive Officer, the President, any Vice
President (excluding the Chief Auditor), the Secretary, and the
Treasurer, shall each have authority to affix and attest the
corporate seal of the Corporation.
Section 5.2. Other Powers.
The Chief Executive Officer, the President, or any other
officer specifically authorized to do so by the Board of Directors,
the Chief Executive Officer, or the President, acting in
conjunction with the Secretary or Treasurer or Assistant Secretary
or Assistant Treasurer, are authorized to perform such corporate
and official acts as are necessary to carry on the business of the
Corporation, subject to the directions of the Board of Directors
and the Executive Committee.
The officers designated in this Section 5.2 are fully empowered,
subject to policies and established committee approvals:
(a)
To sell, assign and transfer any and all shares of
stock, bond or other personal property standing in the name of the
Corporation or held by the Corporation either in its own name or as
agent;
(b) To assign and transfer any and all
registered bonds and to execute requests for payment or reissue of
any such bonds that may be issued now or hereafter and held by the
Corporation in its own right or as agent;
(c) To sell at public or private sale,
lease, mortgage or otherwise dispose of any real estate or interest
therein held or acquired by the Corporation in its own right or as
agent, except the real estate and buildings occupied by the
Corporation in the transaction of its business, and to execute and
deliver any instrument necessary to completion of the
transaction;
(d) To receive and receipt for any sums
of money or property due or owing to the Corporation in its own
right or as agent and to execute any instrument of satisfaction
therefore for any lien of record;
(e) To execute and deliver any deeds,
contracts, agreements, leases, conveyances, bills of sale,
petitions, writings, instruments, releases, acquittance and
obligations necessary in the exercise of the corporate powers of
the Corporation.
Section 5.3. Checks and Drafts.
Such of the officers and other employees as may from time to
time be designated by the Board of Directors or Executive
Committee, shall have the authority to sign checks, drafts, letters
of credit, orders, receipts, and to endorse checks, bills of
exchange, order, drafts, and vouchers made payable or endorsed to
the Corporation subject to the policies of the Board of Directors
and the Executive Committee.
Section 5.4. Loans. Each of the
Chief Executive Officer, the President, any Vice President
(excluding the Chief Auditor), the Secretary or the Treasurer,
acting in conjunction with any other of these designated officers
may effect loans on behalf of the Corporation from any banking
institution, executing notes or obligations and pledging assets of
the Corporation therefore subject to the policies of the Board of
Directors and the Executive Committee.
ARTICLE 6
Limitation of Liability;
Indemnification
Section 6.1. Limitation of
Liability. To the fullest extent permitted by the laws of
the Commonwealth of Pennsylvania, a director of the Corporation
shall not be personally liable to the Corporation or others for
monetary damages for any action taken or any failure to take any
action, unless the director has breached or failed to perform the
duties of his or her office and such breach or failure constitutes
self-dealing, willful misconduct or recklessness. The
provisions of this Section 6.1 shall not apply with respect to
the responsibility or liability of a director under any criminal
statute or the liability of a director for the payment of taxes
pursuant to local, state or federal law.
Section 6.2.
Indemnification.
(a) Indemnification of Directors and
Executive Officers. The Corporation shall defend
(including but not limited to attorney’s fees)
and shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact
that such person is or was a director or executive officer of the
Corporation, or is or was serving, at the request of the
Corporation, as a director, officer, employee or agent of
another Corporation, partnership, joint venture,
trust or other enterprise, against expenses (including but not
limited to attorneys’ fees),
amounts paid in settlement, judgments, and fines actually and
reasonably incurred by such person in connection with such claim,
action, suit or proceeding; provided, however, that no
indemnification shall be made in any case where the act or failure
to act giving rise to the claim for indemnification is determine by
a court to have constituted willful misconduct or recklessness.
(b) Indemnification of Other
Employees and Other Persons. The Corporation may, by
action of the Board of Directors and to the extent provided in such
action, defend and may indemnify any employee or other person not
covered by subparagraph (a) of this Section 6.2 who was or is a
party or is threatened to be made a party to any threatened,
pending or completed claim, action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the
fact that such person is or was an employee or agent of the
Corporation against expenses (including but not limited to
attorneys’ fees),
amounts paid in settlement, judgments, and fines actually and
reasonably incurred by such person in connection with such claim,
action, suit or proceeding; provided, however, that no
indemnification shall be made in any case where the act or failure
to act giving rise to the claim for indemnification is determine by
a court to have constituted willful misconduct or recklessness
(c) Advance of Expenses.
Expenses (including but not limited to attorneys’ fees)
incurred in defending a civil claim or a civil or criminal action,
suit or proceeding (i) shall be paid by the Corporation in advance
of the final disposition of a claim, action, suit, or proceeding
covered by subparagraph (a) of this Section 6.2 and (ii) may, by
action of the Board of Directors and to the extent provided in such
action, be paid in advance of the final disposition of a claim,
action, suit, or proceeding covered by subparagraph (b) of this
Section 6.2, upon receipt of a written statement by or on behalf of
the director, officer, employee, or agent, as applicable, to repay
such amount if it shall be ultimately determined that he or she is
not entitled to be indemnified by the Corporation as authorized in
this Article 6.
(d) Indemnification not
Exclusive. The indemnification and advancement of
expenses provided by this Article 6 shall not be deemed exclusive
of any other right to which persons seeking indemnification and
advancement of expenses may be entitled under any agreement, vote
of disinterested directors or otherwise, both as to actions in such
persons’ official
capacity and as to their actions in another capacity while holding
office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit
of the heirs, executors, and administrators of such person.
(e) Insurance, Contracts,
Security. The Corporation may purchase and maintain
insurance on behalf of any person, may enter into contracts of
indemnification with any person, and may create a fund of any
nature which may, but need not be, under the control of a trustee
for the benefit of any person, and may otherwise secure in any
manner its obligations with respect to indemnification and
advancement of expenses, whether arising under this Article 6 or
otherwise, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions
of this Article 6.
Section 6.3. Effect of
Amendment. Any repeal or modification of this Article 6
shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the
Corporation or any right of any person to indemnification from the
Corporation with respect to any action or failure to take any
action occurring prior to the time of such repeal or
modification.
Section 6.4.
Severability. If, for any reason, any
provision of this Article 6 shall be held invalid, such invalidity
shall not affect any other provision not held so invalid, and each
such other provision shall, to the full extent consistent with law,
continue in full force and effect. If any provision of this
Article 6 shall be held invalid in part, such invalidity shall in
no way affect the remainder of such provision, and the remainder of
such provision, together with all other provisions of this Article
6, shall, to the full extent consistent with law, continue in full
force and effect.
ARTICLE 7
Stock and Stock
Certificates
Section 7.1. Transfers.
Shares of stock shall be transferable on the books of the
Corporation, and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a
shareholder by such transfer shall, in proportion to these shares,
succeed to all rights of the prior holder of such shares.
Section 7.2. Share Certificates.
Every share certificate shall be signed by the President, or
by the Secretary, or by any one of their facsimile signatures, or
in their absence by Board-designated Officers and shall be signed
by a transfer agent. Every shareholder of record shall be
entitled to a share certificate representing the shares owned by
him or her and, when stock is transferred, the certificates
representing such stock shall be returned to the Corporation and
new certificates issued. The corporate seal shall appear on
each share certificate and may be a facsimile, engraved or printed.
Each certificate shall recite on its face that the stock
represented thereby is transferable only upon the books of the
Corporation, properly endorsed.
Section 7.3. Shares of Another
Corporation. Shares owned by the Corporation in another
Corporation, domestic or foreign, shall be voted by the Chief
Executive Officer, President or such other officer, agent or proxy
as the Board of Directors may direct from time to time or in
accordance with any such policies adopted by the Board of
Directors.
ARTICLE 8
Emergencies
Section 8.1. In the event of any
emergency declared by governmental authorities or a regional or
national disaster of such severity as to prevent the normal conduct
and management of the affairs of the Bank by its directors and
officers as contemplated by these Bylaws, all available members of
the Board of Directors shall meet forthwith upon the call of the
Non-Executive Chairperson of the Board of Directors, the
Non-Executive Vice Chairperson of the Board of Directors, the
Chairperson of the Executive Committee, a majority of the Board of
Directors, or all available members of the Board of Directors.
In such emergency situation all available members of the
Board of Directors shall constitute a quorum until such time as the
full Board of Directors can again assume full responsibility and
control of the Bank.
Section 8.2. In the event of such
emergency under Section 8.1, the officers and employees will
continue to conduct the affairs of the Bank, as guided by the Board
of Directors, in accordance with an Emergency Operations Plan
adopted by the Board of Directors.
ARTICLE 9
Miscellaneous Provisions
Section 9.1. Fiscal Year.
The Fiscal Year of the Corporation shall be the calendar
year. The Corporation shall be subject to an annual audit as
of the end of its fiscal year by independent
public accountants appointed by and responsible to
the Board of Directors through the Audit Committee.
Section 9.2. Records. The
Articles of Incorporation, the Bylaws and the proceedings of all
meetings of shareholders, the Board of Directors, and standing
committees of the Board, shall be recorded in appropriate minute
books provided for the purpose, or otherwise maintained in such
form and manner that they may be readily produced upon proper
demand. The minutes of each meeting shall be signed by the
presiding officer.
Section 9.3. Number. Where
the context permits, words in any gender shall include any other
gender, words in the singular shall include the plural and the
plural shall include the singular.
ARTICLE 10
Bylaws
Section 10.1. Inspection.
A copy of the Bylaws, with all amendments thereto, shall at
all times be kept in a convenient place at the Main Office of the
Corporation, and shall be open for inspection to all shareholders
during normal business hours.
Amendments.
These Bylaws may be altered, amended, added to or repealed by
a vote of the majority of the Board of Directors at any regular
meeting of the Board, or at any special meeting of the Board called
for that purpose, except they shall not make or alter any Bylaw
fixing their qualifications, classification or term of office.
The Bylaw provisions related to indemnification and
limitation on director’s
liabilities may be changed by the Board of Directors only upon the
vote of 66 2/3% of the Board of Directors. Such action by the Board
of Directors is subject, however, to the general right of the
shareholders to change such action.
Exhibit 99.1
AmeriServ
Financial, Inc. to Hold Previously Announced
2020 Annual Shareholder Meeting by Virtual Means Due to Coronavirus
Concerns
Johnstown, Pa – AmeriServ
Financial, Inc. (the “Company”)
(NASDAQ: ASRV), announced today that, due to the continuing public
health concerns relating to the coronavirus (COVID-19) pandemic,
and to protect the health and well-being of its shareholders,
employees, and other stakeholders, the Company’s 2020
Annual Meeting of Shareholders will now be held virtually. A
proxy statement supplement will be filed today with the Securities
Exchange Commission with additional information concerning the
virtual meeting, which we urge shareholders to read in its
entirety.
Although shareholders will
not be able to attend the annual meeting in person, virtual
attendance capabilities will provide shareholders the ability to
participate and ask questions during the meeting.
Additionally, the Company’s
shareholders will be deemed “present”
if they access the annual meeting through the virtual platform and
they will be able to vote their shares at the annual meeting, or
revoke or change a previously submitted vote, through the virtual
platform.
The virtual meeting will be
held on the same date and time as previously announced, April 28,
2020 at 1:30 p.m. As described in the proxy materials for the
annual meeting previously distributed, the Company’s
shareholders are entitled to participate in the annual meeting if
they were a shareholder of record as of the close of business on
February 14, 2020, which is the record date for the annual meeting.
The proxy card included with the proxy materials previously
distributed will not be updated to reflect the information provided
in this announcement and may continue to be used to vote each
shareholders’ shares in
connection with the annual meeting.
Shareholders will be able to
attend the meeting online, vote their shares electronically, and
submit their questions during the meeting by visiting
https://www.webcaster4.com/Webcast/Page/1438/33330. In light
of the foregoing, the Company urges shareholders to consider voting
and submitting proxies in advance of the annual meeting using one
of the available methods described in the proxy materials
previously provided to the Company’s
shareholders.
Pertinent User
Information:
What:
2020 Annual
Meeting of Shareholders
When:
1:30 p.m.
ET, Tuesday, April 28, 2020
Where:
https://www.webcaster4.com/Webcast/Page/1438/33330
Participants are asked to
access the webcast approximately 10 to 15 minutes prior to the
beginning of the meeting. The replay of the meeting will be
available at the same site 24 hours after the meeting has
concluded.
About AmeriServ Financial,
Inc.
AmeriServ Financial, Inc. is
the parent of AmeriServ Financial Bank and AmeriServ Trust and
Financial Services Company in Johnstown. The
Company’s
subsidiaries provide full-service banking and wealth management
services through sixteen community offices in southwestern
Pennsylvania and Hagerstown, Maryland. The Company also
operates loan production offices in Altoona and Monroeville,
Pennsylvania. At December 31, 2019, AmeriServ had total
assets of $1.17 billion and a book value of $5.78 per common share.
For more information, visit www.ameriserv.com.
