UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 18, 2014

GREENE COUNTY BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)

Federal
0-25165
14-1809721
(State or Other Jurisdiction of Incorporation)
(Commission File No.)
(I.R.S. Employer Identification No.)

302 Main Street, Catskill NY
12414
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code:                      (518) 943-2600

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 18, 2014, Greene County Bancorp, Inc. (the “Company”) amended Article III, Section 2 of its bylaws to reduce the size of its board of directors from seven to six members.

As the Company previously disclosed in its proxy statement to shareholders dated September 26, 2014 for the 2014 Annual Meeting of Shareholders held on November 1, 2014, effective November 1, 2014, Mr. Dennis R. O’Grady retired from the boards of directors of the Company and its wholly owned subsidiary, The Bank of Greene County.  There were no disagreements between the Company or the Bank and Mr. O’Grady on any matter relating to the Company’s or the Bank’s operations, policies or practices.

A copy of the Company’s amended bylaws is attached as Exhibit 3.2 to this report.
 
 
Item 9.01. Financial Statements and Exhibits

(a)
 
Not Applicable.
     
(b)
 
Not Applicable.
     
(c)
 
Not Applicable.
     
(d)
 
Exhibits.
 
Ex. 3.2 Amended Bylaws of Greene County Bancorp, Inc.
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

   
GREENE COUNTY BANCORP, INC.
 
DATE: November 20, 2014
By:
/s/ Donald E. Gibson
   
Donald E. Gibson
   
President and Chief Executive Officer