Driver Management Company LLC Issues a Letter to AmeriServ Financial Inc
September 07, 2023 at 09:46 am EDT
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On September 7, 2023, Driver Management Company LLC announced that it has issued a letter to AmeriServ Financial Inc as it intends to nominate J. Abbott R. Cooper for election to the Company?s board of directors at the Company?s 2024 annual meeting of shareholders and may nominate other individuals who are serving (or, during the past five years, have served) as a director of a depositary institution. In addition, Driver Management stated that J. Abbott R. Cooper is a member of the board of directors of The First of Long Island Corporation (FLIC) and as per Article 2, Section 2.14 (the Interlocks Bylaw) of AmeriServ?s amended and restated bylaws, effective as of April 2, 2020 states: 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. As a disclaimer, Driver Management believes that the Interlocks Bylaw is invalid, as the Interlocks Bylaw establishes a qualification for service on the Board and, at the time of the adoption by the Board of the Interlocks Bylaw, the Bylaws clearly stated that, among other things, the Board shall not make or alter any Bylaw fixing their qualifications, classification or term of office and believes that the Interlocks Bylaw is not in the best interest of shareholders because it improperly allows the Board to refuse those candidates who are (i) most qualified to serve on the Board yet (ii) least likely to embrace a status quo responsible for decades of underperformance.
AmeriServ Financial, Inc. is a bank holding company of AmeriServ Financial Bank (the Bank). The Bank provides a range of services, including retail banking services and lending, depository, and related financial services. Its retail banking services include demand, savings, and time deposits, checking accounts, money market accounts, secured and unsecured consumer loans, mortgage loans, safe deposit boxes, holiday club accounts, and money order. It provides lending, depository, and related financial services to commercial, industrial, financial, and governmental customers, such as commercial real estate mortgage loans (CRE), short and medium-term loans, revolving credit arrangements, lines of credit, inventory and accounts receivable financing, real estate construction loans, business savings accounts, certificates of deposit, wire transfers, night depository, and lock box services. The Bank also operates 18 automated bank teller machines (ATMs) through its 24-hour banking network.