AMERISERV FINANCIAL, INC. (NASDAQ:ASRV) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Changes in Fiscal Year.

On May 18, 2017, the Board of Directors of AmeriServ Financial,
Inc. (theCompany) approved amendments to the bylaws of the
Company to (i)to set the current maximum number of Board members
not to exceed eleven (11) 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, (ii) increase the dollar amount of the market value of
unencumbered shares of the Company each director must own from
$9,000.00 to $25,000.00. A copy of the bylaws of the Company, as
amended, is attached hereto as Exhibit 3.2, and the foregoing
description is qualified by reference to the full text of the
bylaws attached hereto.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits:

3.2

Amended Bylaws of AmeriServ Financial, Inc., effective as of May
18, 2017.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

	AMERISERV FINANCIAL, INC.
Dated: May 23, 2017	By:	\s\ Michael D. Lynch
			Michael D. Lynch
			SVP CFO

EXHIBIT INDEX

Exhibit Number		Description
3.2		Amended Bylaws of AmeriServ Financial, Inc., effective as of May 18, 2017

Exhibit 3.2

AMENDED AND RESTATED BYLAWS OF AMERISERV FINANCIAL, INC.

Amended and restated effective as of May 18, 2017

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 1:30p.m., on
the 4thTuesday 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. The Non-Executive Chairman of
the Board of Directors, or, in his absence, the Non-Executive
Vice Chairman 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 Chairman 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 address as it appears on the books of the Corporation or
as supplied by him 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 Chairman of the Board,
the Non-Executive Vice Chairman of the Board, the President, the
Chief Executive Officer 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 Section1.8 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 Chairman of the Board in accordance with the
following requirements (whether or not the shareholder requests
the Corporation to include such nomination in the Corporations
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 shareholders 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
Chairman of the Board (i)in the case of an annual meeting that is
called for a date that is within 30days before or after the
anniversary date of the immediately preceding annual meeting of
shareholders, not less than 90days nor more than 120days prior to
such anniversary date, and (ii)in the case of an annual meeting
that is called for a date that is not within 30days 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 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 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
Shareholders 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 officers 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. 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, 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 shares
shall equal, or to distribute them on the same principle among as
many candidates as he 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 officers 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 Corporations 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 Chairman of the
Board (i)in the case of an annual meeting that is called for a
date that is within 30days before or after the anniversary date
of the immediately preceding annual meeting of shareholders, not
less than 90days nor more than 120days prior to such anniversary
date, provided, that a proposal submitted by a shareholder for
inclusion in the Corporations 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 to these Bylaws and (ii)in the case of an annual
meeting that is called for a date that is not within 30days
before or after the anniversary date of the immediately preceding
annual meeting, not later than the close of business on the
fifthday 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) 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 officers 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 SubchapterG of Chapter25 (Section2561 et seq.) and
the provisions of SubchapterH of Chapter25 (Section2571 et seq.)
of the Pennsylvania Business Corporation Law of 1988, as amended
(effected by the Act of April27, 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 Chairman. The Board of Directors may elect
from its members a Non-Executive Chairman of the Board of
Directors. The Non-Executive Chairman of the Board shall be
elected by the Board, from the Board and for the Board. The
specific function of the Non-Executive Chairman 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
Chairman of the Board and the Chief Executive Officer but
ultimately approved by the Board of Directors. In addition, the
Non-Executive Chairman 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 Chairman. The Board of Directors may
elect from its members a Non-Executive Vice Chairman of the Board
of Directors. The Non-Executive Vice Chairman of the Board shall
be elected by the Board, from the Board and for the Board. The
Non-Executive Vice Chairman of the Board shall assist the
Non-Executive Chairman of the Board and have such other duties as
may be assigned by the Board or the Non-Executive Chairman of the
Board. In the absence of the Non-Executive Chairman of the
Boards, the Non-Executive Vice-Chairman of the Board, as
designated and available, shall preside at meetings of the
shareholders and the Board.

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 eleven (11)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
directors position vacant and such declaration shall be proper
cause under Section1726(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. The Board of Directors may appoint each year
such number of advisory directors as the Board of Directors may
from time to time determine.

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 thirtydays 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 Chairman of the
Board, the Non-Executive Vice Chairman of the Board, the
President, the Chief Executive Officer 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 Chairman of the Board of
Directors and the Non-Executive Vice Chairman of the Board of
Directors will be recommended to the Board of Directors by the
Compensation 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 Chairman of the Board, the Non-Executive Vice
Chairman 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 Chairman of the Board of
Directors, the Non-Executive Vice
Chairman of the Board or the Chief Executive Officer. In the
event that the Non-Executive Chairman of the
Board, the Non-Executive Vice Chairman
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 Corporations 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 Corporations 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 directors
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 Corporations counsel that
such directors 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

Special Committees. The Board of Directors may appoint
from time to time, from its own members, special committees of
five (5) or more persons, for such purposes and with such powers
as the Board may authorize. A majority of the then authorized
members of a special 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.

Section 3.2

Executive Committee. The Committee shall consist of not
less than five (5)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 Chairman of the Board and/or the Non-Executive
Vice Chairman 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. A majority of the Committee shall
constitute a quorum. The Committee shall act by concurring vote
of not less than three (3)members thereof. 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 Chairman of the Board, the
Non-Executive Vice Chairman of the Board, the Chairman 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.
Allmembers of the Executive Committee shall qualify as
independent within the then applicable listing standards of The
NASDAQ Stock MarketLLC.

Section 3.3

Audit Committee. The Audit Committee shall consist of not
less than five (5)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. 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. Allmembers 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 3.4

Nominating Committee. There shall be a Nominating
Committee of at least five (5)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. Further, the Non-Executive Chairman of the Board,
after consultation with the Chief Executive Officer and
President, shall recommend appointments to all committees as well
as the Chairman and Vice Chairman for each committee. The
Nominating 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 Chairman and Vice
Chairman for each committee. In the event of a need to fill a
temporary vacancy on the Board of Directors of the Corporation,
the Nominating 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
Chairmanship or Vice Chairmanship, the Non-Executive Chairman 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 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 Chairmanship or
Vice Chairmanship. The Nominating Committee shall have such other
duties as may be lawfully delegated to it from time to time by
the Board of Directors. Allmembers of the Nominating 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 3.5

Compensation Committee. There shall be a Compensation
Committee of at least five (5)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 Corporations proxy statement. It shall be the further duty
of the Committee to administer any existing or future stock
option plan in accordance with the provisions thereof. 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 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 3.6

Corporate Governance Committee. There shall be a Corporate
Governance Committee of at least five (5)members of the Board of
Directors of which a majority of themembers 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 the
Corporations corporate governance policies and practices. The
Committee shall have such other duties as may be lawfully
delegated to it from time to time by the Board of Directors.
Allmembers of the Corporate Governance Committee shall qualify as
independent within the meaning of the then applicable listing
standards of The NASDAQ Stock MarketLLC.

Section 3.7

Investment/ALCO Committee. There shall be an
Investment/ALCO Committee of at least five (5)members of the
Board of Directors of which a majority of themembers 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
oversee all matters concerning the Corporations investment policy
and for monitoring interest rate, liquidity and market risks that
may affect the Corporations investment portfolio. 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

Board Enterprise Risk Committee. There shall be a Board
Enterprise Risk Committee of at least five (5)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 coordinate the boards oversight
of enterprise risks by working with the other committees of the
Board to avoid the duplication of efforts. The primary
responsibility of the board enterprise risk committee shall be to
oversee the Corporations enterprise risk management activities on
behalf of the Board and report the results of their activities to
the Board, including executive managements assessment of key
systemic risks facing the Corporation and executive managements
structure and processes established to identify, measure,
monitor, and manage risks. The Committee shall have such other
duties as may be lawfully delegated to it from time to time by
the Board of Directors. Allmembers of the Board Enterprise Risk
Committee Committee shall qualify as independent within the
meaning of the then applicable listing standards of The NASDAQ
Stock MarketLLC.

Section 3.9

Technology Committee. There shall be a Technology
Committee of at least five (5)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 Corporations 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 3.10

Vice Chairman. All Committees shall have a Vice Chairman,
who shall preside at Committee meetings in the absence of the
Chairman.

ARTICLE 4 Officers and Employees

Section 4.1

Designations. The officers of the Corporation shall be the
President, Chief Executive Officer, 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

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.
He shall also have and may exercise such further powers and
duties as from time to time may be conferred upon or assigned to
him by the Board of Directors. In the absence of the
Non-Executive Chairman of the Board, Non-Executive Vice Chairman
of the Board and Chief Executive Officer, he shall preside at all
meetings of the Board of Directors.

Section 4.3

The Chief Executive Officer. The Chief Executive Officer
shall have general supervision of all departments and business of
the Corporation. He shall prescribe the duties of other officers
and see to the performance thereof. He shall also have and may
exercise such further powers and duties as from time to time may
be conferred upon or assigned to him by the Board of Directors.
In the absence of the Non-Executive Chairman of the Board and
Non-Executive Vice Chairman of the Board, he 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 4.4

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. He
shall attend to the giving of all notices required by these
Bylaws to be given. He shall be custodian of the corporate seal,
records, documents and papers of the Corporation. He 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. He shall perform such other duties as
may be assigned to him 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. He
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. He shall perform such other
duties as may be assigned to him 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 President or Chief
Executive Officer shall be filled by the Board of Directors. In
the event that the President or Chief Executive Officer is unable
to act, the Board of Directors shall meet forthwith upon the call
of the Non-Executive Chairman of the Board, Non-Executive Vice
Chairman of the Board or Chairman of the Executive Committee to
appoint a successor or replacement.

ARTICLE 5 Authority of Officers

Section 5.1

Corporate Seal. The President, the Chief Executive
Officer, 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 President, the Chief Executive Officer
or any Vice President (excluding the Chief Auditor), 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 above named officers 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 President, the Chief Executive Officer,
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 Section6.1 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 to local, state or federal law.

Section 6.2

Indemnification.

a.

The Corporation shall defend 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, officer, employee or agent 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 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 whether 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.

Advance of Expenses. Expenses (including attorneys fees)
incurred in defending a civil claim or a civil or criminal
action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such claim, action, suit, or
proceeding, upon receipt of a written statement by or on behalf
of the director, officer, employee, or agent 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.

c.

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.

d.

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

About AMERISERV FINANCIAL, INC. (NASDAQ:ASRV)

AmeriServ Financial, Inc. is a bank holding company of AmeriServ Financial Bank (the Bank). The Company’s principal activities consist of owning and operating its three subsidiary entities. The Company’s segments include retail banking, commercial banking, trust and investment/parent. Its Retail banking segment includes the deposit-gathering branch franchise and lending to both individuals and small businesses. Its Commercial banking to businesses includes commercial loans and commercial real estate mortgage (CRE) loans. The trust segment contains its wealth management businesses, which include the Trust Company, WCCA, its registered investment advisory firm and financial services. Wealth management includes personal trust products and services, such as personal portfolio investment management, estate planning and administration, custodial services and pre-need trusts. The investment/parent segment includes the net results of investment securities and borrowing activities.

AMERISERV FINANCIAL, INC. (NASDAQ:ASRV) Recent Trading Information

AMERISERV FINANCIAL, INC. (NASDAQ:ASRV) closed its last trading session 00.00 at 4.00 with 39,732 shares trading hands.