Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

Effective February 23, 2022, the Board of Directors of Mid Penn Bancorp, Inc. (the "Corporation") adopted amended and restated bylaws (the "Amended and Restated Bylaws") of the Corporation. The amendments are summarized below:



  •   Article 2 (Shareholders Meetings) was amended to:


         •   Expressly provide that a meeting of the shareholders may be held by
             means of the Internet or other electronic communications technology.


         •   Permit shareholders entitled to cast at least 1/5th of the vote which
             all shareholders are entitled to cast at a particular meeting to call
             a special meeting of the shareholders.



  •   Article 10 was amended to:


  •   Set forth a mandatory retirement age and term limits for directors.



  •   Article 17 was amended to:


  •   Update definitions of officers.



  •   Article 18 was amended to:


         •   Establish and/or clarify the duties and powers of the Chair, Lead
             Independent Director and Vice Chair of the Board.



  •   Article 19 was amended to:


         •   Define the position of Chief Executive Officer and update the duties
             and powers of the President.

Additionally, the Amended and Restated Bylaws eliminate certain language that was no longer applicable and make other ministerial and conforming changes.

The foregoing summary of the Amended and Restated Bylaws is qualified in its entirety by reference to, and should be read in conjunction with, the Amended and Restated Bylaws filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. In addition, a marked copy of the Amended and Restated Bylaws showing all changes made to the Corporation's prior bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.





  (d) Exhibits



Exhibit
  No.        Description

3.1            Amended and Restated Bylaws of Mid Penn Bancorp, Inc. as of
             February 23, 2022

3.2            Marked Version of Amended and Restated Bylaws of Mid Penn Bancorp,
             Inc. as of February 23, 2022

104          Cover Page Interactive Date File (embedded within the XBRL document)

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