Corporate Secretary

About the role

This position involves preparing for and attending Board of Directors and Board Committee meetings, recording and transcribing the minutes, and maintaining accurate records. The role performs a variety of complex, detailed, and confidential tasks.

Responsibilities

• Maintain strict confidentiality of all Boardroom information and interactions with Directors.
• Serve as the keeper of the Corporation’s seal.
• Prepare, ensure timeliness, and verify the accuracy of the annual Proxy Statement in compliance with Securities and Exchange Commission requirements.
• Prepare for and coordinate the Annual Meeting of Shareholders.
• Manage the relationship with the transfer agent.
• Assist Directors and Named Executive Officers with stock trading activities, including SEC filings and adherence to non-trading periods.
• Administer the 2011 and 2021 Stock Incentive Plans and report on grants and exercise actions to the Compensation/Human Resources Committee.
• Work with the transfer agent and local brokerage firm to assist stock option participants in exercising stock options.
• Distribute data to Board and Committee members via approved technology, typically one week prior to meetings.
• Record and transcribe minutes for Board and Committee meetings as assigned, ensuring approval by the presiding Chairman and acceptance by the respective Boards.
• Compile and maintain records on Regulation O participants.
• Maintain the Company’s bylaws with assistance from Corporate Counsel, ensuring they are accessible to shareholders via appropriate technology.
• Issue invitations to Board and Committee meeting participants, detailing subject, time, and participation method.
• Serve as an information source and problem solver for external shareholders.
• Collaborate with regulatory authorities to provide requested information for examinations.
• Work with the Chairman of the Board, President, CEO, and CFO on special projects.

Reports administratively to the President & CEO of AmeriServ Financial, Inc.

Work Environment

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

Physical Demands

• Frequently type or otherwise work with fingers.
• Talk, express, or exchange ideas through spoken word, including conveying detailed or important instructions accurately.
• Hear and perceive sounds at normal speaking levels, with or without correction, to receive detailed information through oral communication.
• View a computer monitor and perform extensive reading.

Sedentary work involving occasional lifting up to 10 pounds and/or moving up to 25 pounds. The role primarily involves sitting, with some walking.

Travel

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

Skills

• Strong communication proficiency (oral and written).
• Excellent computer skills (Microsoft Office).
• Excellent interpersonal skills.
• Independent judgment.
• Ethical conduct.

Qualifications

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