Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
On April 2, 2020, the Board of Directors of AmeriServ Financial, Inc. (the
"Company") amended Section 1.1 of Article I (Annual Meeting) and Section 1.6 of
Article I (Quorum) of the Company's bylaws to add language to permit holding
meetings of shareholders by means of internet or other electronic communications
technology and to provide that the presence or participation by a shareholder at
a meeting of shareholders, including voting and taking other action by
electronic means, including the internet, will constitute the presence of, or
vote or action by, the shareholder at the meeting.
A copy of the bylaws of the Company, as amended, is attached hereto as Exhibit
3.1, and the foregoing description is qualified by reference to the full text of
the bylaws attached hereto.
Item 8.01 Other Events.
On April 6, 2020, the Company, issued a press release announcing that, due to
the emerging health concerns relating to the coronavirus (COVID-19) pandemic,
the previously scheduled annual meeting of shareholders on April 28, 2020 will
now be held as a virtual meeting. Shareholders will not be able to attend the
virtual meeting in person, but will have the ability to participate in the
meeting by virtual means, to vote their shares electronically and to submit
their questions during the virtual meeting. Additionally, shareholders will be
deemed to be "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 full text of the press release issued in connection with the announcement is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits:
3.1
Amended and Restated Bylaws of AmeriServ Financial, Inc., effective as of April
2, 2020.
99.1
Press release, dated April 6, 2020.
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