Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year.

Effective March 25, 2020, the Board of Directors of FNCB Bancorp, Inc. (the "Company") approved an amendment to the Company's bylaws which would permit the Company to hold its annual shareholders meeting by means of the Internet or other electronic communications technology. The amendment was added to Article 1, Section 1.01 titled Place of Meeting of the Company Bylaws. The amended Section 1.01 reads as follows:

Section 1.01. Place of Meeting. Meetings of shareholders of the Corporation shall be held at such place, within the Commonwealth of Pennsylvania or elsewhere, as may be fixed from time to time by the Board of Directors; provided, however, if a meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which shareholders have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the shareholders and pose questions to the directors, the meeting need not be held at a particular geographic location. If no place is so fixed for a meeting, it shall be held at the Corporation's then principal executive office.

The Board adopted this amendment to permit the Company to hold its Annual Meeting of Shareholders virtually due to health concerns associated with the COVID-19 global pandemic.

The foregoing summary of changes to the Bylaws is qualified in its entirety by the full text of the Amended and Restated Bylaws of the Company, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits






Exhibits:



3.1       Amended and Restated Bylaws of FNCB Bancorp, Inc. as of March 25,
2020

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