CITIZENS & NORTHERN Corp Amends Bylaws on Board Meeting Frequency

What Happened
CITIZENS & NORTHERN Corporation (CZNC) announced on September 18, 2026 that its Board of Directors approved an amendment to the company’s amended bylaws to provide additional flexibility on the frequency of regular Board meetings. The amendment to Section 2.3 states that regular Board meetings “shall be held each month, or less frequently as the Board shall determine,” and is effective immediately. The current bylaws, as amended through September 18, 2026, were filed as Exhibit 3.2 to the Form 8-K dated September 22, 2026.

Key Details

• Amendment approved by the Board of Directors on September 18, 2026 and effective immediately.
• New Section 2.3 language: regular meetings “shall be held each month, or less frequently as the Board shall determine.”
• Bylaws location specified: Wellsboro, Pennsylvania office unless the Board directs another location.
• The amended bylaws are attached as Exhibit 3.2 to the Form 8-K filed September 22, 2026; the filing was signed by Mark A. Hughes, Treasurer and CFO.

Why It Matters
This is a governance change that gives the Board formal flexibility to reduce the frequency of regular meetings from monthly if it chooses. For investors, it signals a procedural adjustment rather than an operational or financial change—no earnings, management changes, mergers, or other material corporate actions were reported in this filing. Investors who monitor board oversight and governance practices may want to note the change and watch future disclosures for how often the Board meets or for related governance updates.