CHEMUNG FINANCIAL CORP : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(d) Effective January 20, 2021, the Boards of Directors ("Directors") of Chemung Financial Corporation (the "Corporation"), and its wholly-owned bank subsidiary, Chemung Canal Trust Company (the "Bank"), elected Raimundo C. Archibold, Jr., CFA. to serve as director of both the Corporation and the Bank. Mr. Archibold's director's compensation will be on the same terms as other Directors and in accordance with the provisions of the Chemung Financial Corporation Directors' Compensation Plan that includes: (i) an annual retainer, (ii) board meeting and committee fees, (iii) eligibility to participate in the Directors' Deferred Fee Plan and (iv) shares of the Corporation's common stock. Mr. Archibold is not party to any transaction with the Corporation or the Bank that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.

Mr. Archibold is Managing Director of the Schwartz Heslin Group, Inc. in Albany, New York. He is expected to be appointed to the Enterprise Risk Committee of the Corporation, and the Asset/Liability and Trust Committees of the Bank.

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

           Year

Effective on January 20, 2021, the Board of Directors of Chemung Financial Corporation approved an amendment to Article III, Section 3 of the Amended and Restated Bylaws of Chemung Financial Corporation increasing the number of board members from thirteen (13) to fourteen (14). The Amended and Restated Bylaws of Chemung Financial Corporation are attached as Exhibit 3.2 hereto.

ITEM 9.01 Financial Statements and Exhibits

(d)    Exhibits



Exhibit No.

   3.2     Amended and Restated Bylaws of Chemung Financial Corporation as amended
         on January 20, 2021.




   99.1     Press Release of Chemung Financial Corporation dated January 25,
          2021.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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