Citizens & Northern Corporation filed a Form 8-K on September 22, 2026, disclosing that its Board of Directors approved an amendment to the company's bylaws on September 18, 2026, allowing regular board meetings to occur monthly or less frequently at the Board's discretion.

Key Highlights

  • Bylaw amendment adopted: The Board of Directors approved and adopted an amendment to the amended By-laws on September 18, 2026, effective immediately.
  • Section 2.3 revised: The amendment added language to Section 2.3 of the By-laws governing the frequency of regular board meetings.
  • Meeting frequency flexibility: Regular board meetings shall now be held "each month, or less frequently as the Board shall determine," according to the filing.
  • Governance context: The filing states the change was made "as part of its ongoing corporate governance review."
  • Signed by CFO: The report was signed by Mark A. Hughes, Treasurer and Chief Financial Officer, on September 22, 2026.

Citizens & Northern Amends Section 2.3 to Allow Flexible Board Meeting Schedule

Citizens & Northern Corporation (NASDAQ:CZNC), a Pennsylvania-incorporated registrant headquartered at 90-92 Main Street, Wellsboro, Pennsylvania, reported via an Item 5.03 current report that its Board of Directors amended Section 2.3 of its By-laws on September 18, 2026. According to the filing, the change was made "as part of its ongoing corporate governance review."

The revised Section 2.3, quoted in full within the filing, now reads: "Regular meetings of the Board shall be held each month, or less frequently as the Board shall determine, at the Corporation's office located in Wellsboro, Pennsylvania, or at such other location as the Board shall direct, on such day and at such hour as the Board shall from time to time designate." The filing states the amendment is "effective immediately."

The full text of the current By-laws, as amended through September 18, 2026, was attached as Exhibit 3.2 to the filing and incorporated by reference. No financial data, earnings figures, or other operational disclosures were included in this filing.

What Was Disclosed

Citizens & Northern Corporation disclosed a bylaw amendment permitting its Board of Directors to hold regular meetings monthly or less frequently, replacing what had previously been a monthly-only schedule. The amended By-laws were attached as Exhibit 3.2.