Corporate Secretary

AmeriServ Financial Bank; Johnstown (Cambria County); On-site; USD 55,000 - 85,000; Full time

Job summary

AmeriServ Financial Bank is seeking a Board Secretary to prepare for and attend Board of Directors and Board Committee meetings, record and transcribe minutes, and maintain concise records. The role requires handling confidential information and supporting stock plan administration with the Corporate Counsel and transfer agent.

The ideal candidate has five years of banking experience, strong Microsoft Office skills, and transcription/minute writing background.

Qualifications

• A minimum of a high school education with at least five years’ experience in banking.
• Associate degree in Business Administration preferred.
• Excellent Microsoft Office skills and transcription/minute writing experience.

Responsibilities

• Attend Board of Directors and Committee meetings and record minutes.
• Keep accurate, concise records and ensure confidentiality.
• Coordinate with transfer agent and assist with stock trading disclosures.
• Administer stock incentive plans and report grants/exercises to committees.
• Distribute meeting materials in a timely manner, typically one week prior.
• Maintain bylaws and support Corporate Counsel as needed.

Skills

Strong communication

Interpersonal skills

Independent judgment

Ethical conduct

Transcription/minute writing

Education

High school diploma or equivalent

Associate degree in Business Administration (preferred)

Tools

Microsoft Office

Job description

Summary Objective

The primary function is to prepare for and attend Board of Directors and Board Committee meetings, record and transcribe the minutes of these meetings and keep accurate and concise records of same. Performs a variety of complex, detailed, and confidential tasks.

Essential Functions

• Maintain the strict confidentiality, at all times, of any and all information within the Boardroom and with each Director.
• Keeper of the seal of the Corporation.
• Responsible for the preparation, timeliness and the accuracy of the annual Proxy Statement subject to the requirements established by the Securities and Exchange Commission.
• Prepares for and coordinates Annual Meeting of Shareholders.
• Responsible for the relationship with the transfer agent.
• Responsible for assisting Directors and Named Executive Officers in stock trading activities. This includes proper SEC filings and observances of non-trading periods.
• Administrator of the 2011 and 2021 Stock Incentive Plans and responsible for the 2011 and 2021 Stock Incentive Plans to the Compensation/Human Resources Committee as to the state of all grants and exercise actions since the previous meeting. Works with the transfer agent and local brokerage firm to assist stock option participants when exercising stock options.
• Distributes data for Board and Committee members via the approved technology in a timely fashion, normally one week prior to the specific meeting.
• Responsible for minutes of Board and Committee meetings as assigned by the AmeriServ Financial, Inc. Board and the AmeriServ Financial Bank Board. All such minutes to be approved by the presiding Chairman and approved/accepted by a majority of each Committee and the AmeriServ Financial, Inc. Board and the AmeriServ Financial Bank Board.
• Responsible for compiling and maintaining records on Regulation O participants.
• Responsible for maintaining the bylaws of the Company with the assistance of Corporate Counsel. Such bylaws are to be available to shareholders at all time by appropriate technology.
• Responsible for issuing invitations to participants in Board and Committee meetings as to subject, time, and participation method.
• Serve as information source and problem solver for external shareholders.
• Works with regulatory authorities in providing requested information for examinations.
• Works with the Chairman of the Board and the , President, CEO and CFO of AmeriServ Financial, Inc. on special projects.
• Reports administratively to the President & CEO of AmeriServ Financial, Inc.

Please note this job description is not designed to cover or contain a comprehensive listing of activities, duties or responsibilities that are required of the employee for this job. Duties, responsibilities and activities may change at any time with or without notice.

Supervisory Resonsibility

This position requires no supervision of employees.

Work Environment

This job operates in a professional office environment. This role routinely uses standard office equipment such as computers, phones, photocopiers, filing cabinets, and fax machines.

Physical Demands

The employee is frequently required to: 1) type or otherwise work with fingers; 2) talk, expressing or exchanging ideas by means of the spoken word which includes activities in which the employee must convey detailed or important oral instructions to other workers or clients accurately, loudly, or quickly; 3) hear, i.e., perceive the nature of sounds at normal speaking levels with/without correction with the ability to receive detailed information through oral communication and make determinations in sound; and 4) see, with required abilities including viewing a computer monitor and extensive reading.
Sedentary work may require occasionally lifting to 10 pounds and/or moving up to 25 pounds. This work involves sitting most of the time with walking.

Travel

No travel is required except for possible training and/or conferences

Competencies

• Strong Communication proficiency (oral and written)
• Excellent Computer Skills (Microsoft Office)
• Excellent Interpersonal Skills
• Independent judgment
• Ethical conduct

Education, Experience And Training

A minimum of a high school education with at least five (5) years’ experience in banking is necessary, however an associate degree in Business Administration is preferred. Excellent Microsoft Office skills are required along with a background in transcription/minute writing.