RIVERVIEW BANCORP INC (Form: 8-K, Received: 08/31/2015 12:33:41)

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): August 26, 2015

RIVERVIEW BANCORP, INC.

(Exact name of registrant as specified in its charter)

Washington	000-22957	91- 1838969
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

900 Washington Street, Suite 900, Vancouver, Washington	98660
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (360) 693-6650

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.

[ ] 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 1.01 Entry Into a Material Definitive Agreement .

On August 26, 2015, Riverview Bancorp, Inc. (the “Company”) entered into a Standstill Agreement (the “Agreement”) with Ancora Advisors, LLC, Merlin Partners LP, Ancora Catalyst Fund, Frederick DiSanto, Brian Hopkins, Patrick Sweeney and James M. Chadwick (collectively, the “Ancora Parties”).

The Agreement provides that on August 26, 2015, the Company’s Board of Directors will be expanded from eight members to nine members, and Mr. Chadwick will be appointed as a director of the Company and its wholly owned banking subsidiary, Riverview Community Bank (the “Bank”). The Agreement is effective until the later of the date of the Company’s 2017 annual meeting of stockholders or six months after the last day that Mr. Chadwick (or any substitute nominee) serves as a director of the Company or the Bank (the “Standstill Period”). During the Standstill Period, the Ancora Parties and Mr. Chadwick have agreed to not, among other things, solicit proxies in opposition to any recommendations or proposals of the Company’s Board of Directors, initiate or solicit stockholder proposals or seek to place any representatives on the Company’s Board of Directors (other than any replacement director), oppose any proposal or director nomination submitted by the Board of Directors to the Company’s stockholders, vote for any nominee to the Company’s Board of Directors other than those nominated or supported by the Board of Directors, seek to exercise any control or influence over the management of the Company or the Boards of Directors of the Company or the Bank (although nothing in the Agreement will prevent Mr. Chadwick from expressing his views to other members of the Board at duly convened meetings of the Boards of Directors), propose or seek to effect a merger or sale of the Company or initiate litigation against the Company.

The foregoing description is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment

of Certain Officers; Compensatory Arrangements of Certain Officers .

(d) Pursuant to the Agreement, the Board of Directors of the Company appointed James M. Chadwick as a director of the Company with a term commencing on August 26, 2015 and expiring at the Company’s 2016 annual meeting of stockholders. At the 2016 annual meeting of stockholders the Company will use its best efforts to have Mr. Chadwick elected for an additional two year term. The Board committees to which Mr. Chadwick will be appointed have not yet been determined.

Since 2014, Mr. Chadwick has been a portfolio manager and Director of Research at Ancora Advisors, LLC. From 2012 to 2013, Mr. Chadwick was a Managing Director of the private equity firm Main Street Investment Partners. From June 2010 to April 2011, Mr. Chadwick served as a Managing Director of the private equity firm Opus Partners, LLC. From March 2009 to June 2010, Mr. Chadwick served as a Managing Director of the private equity firm Harlingwood Equity Partners LP. From January 2006 to December 2008, Mr. Chadwick was the Managing Partner of Chadwick Capital Management.

Mr. Chadwick will generally be entitled to the same compensation arrangement as is provided to the other non-employee directors of the Company and the Bank.

Mr. Chadwick has not engaged in any transaction with the Company that requires disclosure of any information pursuant to Item 404(a) of SEC Regulation S-K.

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

(a) On August 26, 2015 the Board of Directors amended Section 2 of Article III of the Company’s Bylaws to increase the size of the Board from eight to nine members. A copy of the Company’s Bylaws as amended is attached as an exhibit to this report.

Item 8.01 Other Events .

On August 28, 2015, the Company issued a press release announcing the execution of the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits .

(d) Exhibits

The following exhibits are being furnished herewith and this list shall constitute the exhibit index:

Exhibit Number	Description

3.2	Amended and Restated Bylaws of Riverview Bancorp, Inc.
10.1	Standstill Agreement, dated August 26, 2015, by and among, Riverview Bancorp, Inc. and the Ancora Parties
99.1	Press Release dated August 28, 2015

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.

	RIVERVIEW BANCORP, INC.


Date: August 31, 2015	/s/ Kevin J. Lycklama
	Kevin J. Lycklama
	Chief Financial Officer (Principal Financial Officer)

Exhibit 3.2

BYLAWS

RIVERVIEW BANCORP, INC.

ARTICLE I

Principal Office

SECTION 1. Principal Office . The principal office and place of business of the corporation in the state of Washington shall be located in the City of Camas, Clark County.

SECTION 2. Other Offices . The corporation may have such other offices as the Board of Directors may designate or the business of the corporation may require from time to time.

ARTICLE II

Shareholders

SECTION 1. Place of Meetings . All annual and special meetings of the shareholders shall be held at the principal office of the corporation or at such other place within the State of Washington as the Board of Directors may determine.

SECTION 2. Annual Meeting . A meeting of the shareholders of the corporation for the election of directors and for the transaction of any other business of the corporation shall be held annually on the third Wednesday of July, if not a legal holiday, and if a legal holiday, then on the next day following which is not a legal holiday, at 10:00 a.m., Pacific time, or at such other date and time as the Board of Directors may determine.

SECTION 3. Special Meetings . Special meetings of the shareholders for any purpose or purposes shall be called in accordance with the procedures set forth in the Articles of Incorporation.

SECTION 4. Conduct of Meetings . Annual and special meetings shall be conducted in accordance with rules prescribed by the presiding officer of the meeting, unless otherwise prescribed by these bylaws. The Board of Directors shall designate, when present, either the chairman of the board or the president to preside at such meetings.

SECTION 5. Notice of Meeting . Written notice stating the place, day and hour of the meeting and, in the case of a special meeting of shareholders, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the chairman of the board, the president, the secretary, or the directors calling the meeting, to each shareholder of record entitled to vote at such meeting; provided, however, that notice of a shareholders meeting to act on an amendment to the Articles of Incorporation, a plan of merger or share exchange, a proposed sale of assets pursuant to Section 23B.12.020 of the Revised Code of Washington or its successor, or the dissolution of the corporation shall be given no fewer than 20 nor more than 60 days before the meeting date. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the shareholder at the address as it appears on the stock transfer books or records of the corporation as of the record date prescribed in Section 6 of this Article II, with postage thereon prepaid. When any shareholders' meeting, either annual or special, is adjourned for 120 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the time and place of any meeting adjourned for less than 120 days or of the business to be transacted at the meeting, other than an announcement at the meeting at which such adjournment is taken.

SECTION 6. Fixing of Record Date . For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors shall fix, in advance, a date as the record date for any such determination of shareholders. Such date in any case shall be not more than 60 days, and in case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the day before the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment.

SECTION 7. Voting Lists . At least 10 days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. This list of shareholders shall be kept on file at the home office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours, for a period of 10 days prior to such meeting. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the entire time of the meeting. The original stock transfer book shall be prima facie evidence of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this bylaw shall not affect the validity of any action taken at the meeting.

SECTION 8. Quorum . A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a quorum is present or represented at a meeting, a majority of those present or represented may transact any business which comes before the meeting, unless a greater percentage is required by law. If less than a quorum of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified, and in the case of any adjourned meeting called for the election of directors, those who attend the second of the adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors.

SECTION 9. Proxies . At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. Proxies solicited on behalf of the management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the board of directors. All proxies shall be filed with the secretary of the corporation before or at the commencement of meetings. No proxy may be effectively revoked until notice in writing of such revocation has been given to the secretary of the corporation by the shareholder (or his duly authorized attorney in fact, as the case may be) granting the proxy. No proxy shall be valid after eleven months from the date of its execution unless it is coupled with an interest.

SECTION 10. Voting of Shares by Certain Holders . Shares standing in the name of another corporation may be voted by any officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. A certified copy of a resolution adopted by such directors shall be conclusive as to their action.

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Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by heither in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do is contained in an appropriate order of the court or other public authority by which such receiver was appointed.

If shares are held jointly by three or more fiduciaries, the will of the majority of the fiduciaries shall control the manner of voting or giving of a proxy, unless the instrument or order appointing such fiduciaries otherwise directs.

A shareholder, whose shares are pledged, shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter, the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the corporation, nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation held by the corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

SECTION 11. Voting . Every holder of outstanding shares of capital stock of the corporation entitled to vote at any meeting shall be entitled to the number of votes (if any) as set forth in the Articles of Incorporation. Shareholders shall not be entitled to cumulative voting rights in the election of directors. Unless otherwise provided in the Articles of Incorporation, by statute, or by these bylaws, a majority of those votes cast by shareholders at a lawful meeting shall be sufficient to pass on a transaction or matter.

SECTION 12. Informal Action by Shareholders . Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be given by all of the shareholders entitled to vote with respect to the subject matter.

ARTICLE III

Board of Directors

SECTION 1. General Powers . All corporate powers shall be exercised by, or under authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors. The Board of Directors shall annually elect a chairman of the board and a president from among its members and shall designate, when present, either the chairman of the board or the president to preside at its meetings.

SECTION 2. Number, Term and Election . The Board of Directors shall consist of nine (9) members. The number of directors may be increased or decreased from time to time by amendment to or in the manner provided in these bylaws, but shall be no less than and no more than the numbers set forth in the Articles of Incorporation. No decrease, however, shall have the effect of shortening the term of any incumbent director unless such director is removed in accordance with the provisions of these bylaws. Unless removed in accordance with the Articles of Incorporation, each director shall hold office until his successor shall have been elected and qualified.

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SECTION 3. Regular Meetings . An annual meeting of the Board of Directors shall be held without other notice than this bylaw immediately after the annual meeting of shareholders, and at the same place as other regularly scheduled meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place, for the holding of additional regular meetings without other notice than such resolution. The president of the corporation, the Board of Directors or any director may call a special meeting of the Board. Regular meetings may be held in or out of the state of Washington.

Members of the Board of Directors may participate in regular or special meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute attendance in person, but shall not constitute attendance for the purpose of compensation pursuant to SECTION 13 of this Article.

SECTION 4. Notice of Special Meeting . Written notice of any special meeting shall be given to each director at least two days prior thereto. If mailed to the address at which the director is most likely to be reached, such notice shall be deemed to be delivered when deposited in the mail so addressed, with postage thereon prepaid. Any director may waive notice of any meeting by a writing filed with the secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Special meetings may be held in or out of the state of Washington.

SECTION 5. Quorum . A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 6 of this Article III.

SECTION 6. Manner of Acting . The act of the majority of the directors present at a meeting or adjourned meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is prescribed by these bylaws.

SECTION 7. Action Without a Meeting . Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

SECTION 8. Resignation . Any director may resign at any time by sending a written notice of such resignation to the principal office of the corporation addressed to the chairman of the board or the president. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the chairman of the board or the president.

SECTION 9. Removal . A director or the entire board of directors may be removed only in accordance with the procedures set forth in the Articles of Incorporation.

SECTION 10. Vacancies . Vacancies of the board of directors may be filled only in accordance with the procedures set forth in the Articles of Incorporation.

SECTION 11. Compensation . Directors, as such, may receive a stated fee for their services. By resolution of the board of directors, a reasonable fixed sum, and reasonable expenses of attendance, if any, may be allowed for actual attendance at each regular or special meeting of the board of directors. Members of either standing or special

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committees may be allowed such compensation for actual attendance at committee meetings as the board of directors may determine. Nothing herein shall be construed to preclude any director from serving the corporation in any other capacity and receiving remuneration therefor.

SECTION 12. Presumption of Assent . A director of the corporation who is present at a meeting of the Board of Directors at which action on a corporation matter is taken shall be presumed to have assented to the action taken unless his dissent or abstention shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation within five (5) days after the date he receives a copy of the minutes of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 13. Qualification . Each director shall at all times be the beneficial owner of not less than 1,000 shares of capital stock of the corporation.

ARTICLE IV

Committees of the Board of Directors

SECTION 1. Appointment . The board of directors may, by resolution adopted by a majority of the full board, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board of directors. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of any such committee.

SECTION 2. Authority . Any such committee shall have all the authority of the board of directors, except to the extent, if any, that such authority shall be limited by the resolution appointing the committee; and except also that no committee shall have the authority of the board of directors with reference to: the declaration of dividends; the amendment of the charter or bylaws of the Corporation, or recommending to the shareholders a plan of merger, consolidation, or conversion; the sale, lease, or other disposition of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of its business; a voluntary dissolution of the Corporation; a revocation of any of the foregoing; the approval of a transaction in which any member of the committee, directly or indirectly, has any material beneficial interest; the filling of vacancies on the board of directors or in any committee; or the appointment of other committees of the board of directors or members thereof.

SECTION 3. Tenure . Subject to the provisions of Section 8 of this Article III, each member of a committee shall hold office until the next regular annual meeting of the board of directors following his or her designation and until a successor is designated as a member of the committee.

SECTION 4. Meetings . Unless the board of directors shall otherwise provide, regular meetings of any committee appointed pursuant to this Article III shall be at such times and places as are determined by the board of directors, or by any such committee. Special meetings of any such committee may be held at the principal executive office of the Corporation, or at any place which has been designated from time to time by resolution of such committee or by written consent of all members thereof, and may be called by any member thereof upon not less than one day's notice stating the place, date, and hour of the meeting, which notice shall been given in the manner provided for the giving of notice to members of the board of directors of the time and place of special meetings of the board of directors.

SECTION 5. Quorum . A majority of the members of any committee shall constitute a quorum for the transaction of business at any meeting thereof.

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SECTION 6. Action Without a Meeting . Any action required or permitted to be taken by any committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of any such committee.

SECTION 7. Resignations and Removal . Any member of any committee may be removed at any time with or without cause by resolution adopted by a majority of the full board of directors. Any member of any committee may resign from any such committee at any time by giving written notice to the president or secretary of the Corporation. Unless otherwise specified, such resignation shall take effect upon its receipt; the acceptance of such resignation shall not be necessary to make it effective.

SECTION 8. Procedure . Unless the board of directors otherwise provides, each committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these bylaws. It shall keep regular minutes of its proceedings and report the same to the board of directors for its information at the meeting held next after the proceedings shall have occurred.

ARTICLE V

Officers

SECTION 1. Positions . The officers of the Corporation shall be a president, a secretary and a treasurer, each of whom shall be elected by the board of directors. The board of directors may also designate the chairman of the board as an officer. The president shall be the chief executive officer unless the board of directors designates the chairman of the board as chief executive officer. The president shall be a director of the Corporation. The offices of the secretary and treasurer may be held by the same person and a vice president may also be either the secretary or the treasurer. The board of directors may designate one or more vice presidents as executive vice president or senior vice president. The board of directors may also elect or authorize the appointment of such other officers as the business of the Corporation may require. The officers shall have such authority and perform such duties as the board of directors may from time to time authorize or determine. In the absence of action by the board of directors, the officers shall have such powers and duties as generally pertain to their respective offices.

SECTION 2. Election and Term of Office . The officers of the Corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until his successor shall have been duly elected and qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer, employee or agent shall not of itself create contract rights. The board of directors may authorize the corporation to enter into an employment contract with any officer in accordance with applicable law.

SECTION 3. Removal . Any officer may be removed by vote of two-thirds of the board of directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal, other than for cause, shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. Vacancies . A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

SECTION 5. Remuneration . The remuneration of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

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ARTICLE VI

Contracts, Loans, Checks and Deposits

SECTION 1. Contracts . Except as otherwise prescribed by these bylaws with respect to certificates for shares, the Board of Directors may authorize any officer, employee, or agent of the bank to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.

SECTION 2. Loans . No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, Etc . All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness in the name of the corporation shall be signed by one or more officer, employee, or agent of the corporation in such manner as shall from time to time be determined by the Board of Directors.

SECTION 4. Deposits . All funds of the corporation not otherwise employed shall be deposits form time to time to the credit of the corporation in any of its duly authorized depositories as the Board of Directors may select.

SECTION 5. Contracts with Directors and Officers . To the fullest extent authorized by and in conformance with Washington law, the corporation may enter into contracts with and otherwise transact business as vendor, purchaser, or otherwise, with its directors, officers, employees and shareholders and with corporations, associations, firms, and entities in which they are or may become interested as directors, officers, shareholders, or otherwise, as freely as though such interest did not exist, except that no loans shall be made by the corporation secured by its shares. In the absence of fraud, the fact that any director, officer, employee, shareholder, or any corporation, association, firm or other entity of which any director, officer, employee or shareholder is interested, is in any way interested in any transaction or contract shall not make the transaction or contract void or voidable, or require the director, officer, employee or shareholder to account to this corporation for any profits therefrom if the transaction or contract is or shall be authorized, ratified, or approved by (i) the vote of a majority of the Board of Directors excluding any interested director or directors, (ii) the written consent of the holders of a majority of the shares entitled to vote, or (iii) a general resolution approving the acts of the directors and officers adopted at a shareholders meeting by vote of the holders of the majority of the shares entitled to vote. All loans to officers and directors shall be subject to Federal and state laws and regulations. Nothing herein contained shall create or imply any liability in the circumstances above described or prevent the authorization, ratification or approval of such transactions or contracts in any other manner.

SECTION 6. Shares of Another Corporation . Shares of another corporation held by this corporation may be voted by the president or any vice president, or by proxy appointment form by either of them, unless the directors by resolution shall designate some other person to vote the shares.

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ARTICLE VII

Certificates for Shares and Their Transfer

SECTION 1. Certificates for Shares . The Board of Directors may determine to issue certificated or uncertificated shares of capital stock of the corporation. Certificates representing shares of capital stock of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the chief executive officer or by any other officer of the corporation authorized by the Board of Directors, attested by the secretary or an assistant secretary, and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for the like number of shares has been surrendered and canceled, except that in case of a lost or destroyed certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

SECTION 2. Transfer of Shares . Transfer of shares of capital stock of the corporation shall be made only on its stock transfer books. Authority for such transfer shall be given only by the holder of record thereof or by his legal representative, who shall furnish proper evidence of such authority, or by his attorney authorized by power of attorney duly executed and filed with the corporation. Such transfer shall be made only on surrender for cancellation of the certificate for such shares if such shares are held in certificated form, or the receipt of proper transfer instructions from the holder of record or his or her legal representative, if such shares are held in the uncertificated form. The person in whose name of shares of capital stock stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

SECTION 3. Certification of Beneficial Ownership . The Board of Directors may adopt by resolution a procedure whereby a shareholder of the bank may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. Upon receipt by the corporation of a certification complying with such procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number os shares specified in place of the shareholder making the certification.

SECTION 4. Lost Certificates . The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

ARTICLE VIII

Fiscal Year; Annual Audit

The fiscal year of the corporation shall end on the last day of March of each year. The corporation shall be subject to an annual audit as of the end of its fiscal year by the independent public accountants appointed by and responsible to the Board of Directors.

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ARTICLE IX

Dividends

Subject to the terms of the corporation's Articles of Incorporation and the laws of the State of Washington, the Board of Directors may, from time to time, declare, and the corporation may pay, dividends upon its outstanding shares of capital stock.

ARTICLE X

Corporate Seal

The corporation need not have a corporate seal. If the directors adopt a corporate seal, the seal of the corporation shall be circular in form and consist of the name of the corporation, the state and year of incorporation, and the words "Corporate Seal."

ARTICLE XI

Amendments

In accordance with the corporation's Articles of Incorporation, these bylaws may be repealed, altered, amended or rescinded by the shareholders of the corporation only by vote of not less than 80% of the outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the shareholders called for that purpose (provided that notice of such proposed repeal, alteration, amendment or rescission is included in the notice of such meeting). In addition, the board of directors may repeal, alter, amend or rescind these bylaws by vote of two-thirds of the board of directors at a legal meeting held in accordance with the provisions of these bylaws.

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Exhibit 10.1

STANDSTILL AGREEMENT

This Standstill Agreement (this “Agreement”) is made by and between Riverview Bancorp, Inc. (“Riverview”) on the one hand, and Ancora Advisors, LLC (“Ancora Advisors”), Merlin Partners, AAMAF LP, Ancora Catalyst Fund LP, James M. Chadwick, Frederick DiSanto, Brian Hopkins and Patrick Sweeney (collectively, the “Ancora Parties” and individually a “Member” of the Ancora Parties), on the other hand, on behalf of themselves and their respective affiliates (Riverview and the Ancora Parties together, collectively, the “Parties”). In consideration of the covenants, promises and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Board Expansion and Membership

On August 26, 2015, the Board of Directors of Riverview (“Board”) will be expanded from its present eight-member size to nine members, and Mr. James M. Chadwick will be appointed a director of Riverview to serve in the class of directors with terms expiring at the conclusion of Riverview's 2016 annual meeting of stockholders. Mr. Chadwick’s service on the Board will commence at the August 26, 2015 meeting of the Board subject to the execution of the Agreement and the Non-Disclosure Agreement, the form of which is attached hereto as Exhibit A (the “Non-Disclosure Agreement”). At the annual meeting of stockholders to be held in 2016, Riverview shall use its best efforts to cause Mr. Chadwick to be elected as a director of Riverview to serve in the class of directors with terms expiring at the conclusion of the 2018 annual meeting of stockholders. At all times from and after the date of this Agreement, subject to Section 4 hereof, Riverview's Board of Directors will also appoint, at its sole discretion, all other persons to fill remaining director positions or vacancies on the Riverview Board of Directors. While Mr. Chadwick serves as a director of the Board, Mr. Chadwick shall receive compensation (including equity based compensation, if any) for the Board and committee meetings attended, an annual retainer and benefits (including expense reimbursements) on the same basis as all other non-employee directors of Riverview.

On August 26, 2015, the Board of Directors of Riverview will cause the Board of Directors of Riverview Community Bank (the “Bank”) to expand the Bank's Board of Directors (“Bank Board”) to nine members and to appoint Mr. Chadwick to fill the vacancy created by the expansion of the Bank's Board of Directors for a term to expire at the annual meeting of the Bank's sole shareholder to be held in 2016, as required by Article III, Section 11 of the Bank's Bylaws. Mr. Chadwick’s service on the Bank’s Board will commence at the August 26, 2015 meeting of the Bank’s Board subject to the execution of the Agreement and the Non-Disclosure Agreement. At the annual meeting of the Bank's sole shareholder to be held in 2016, Riverview, as the Bank's sole shareholder, shall cause Mr. Chadwick to be elected as a director of the Bank to serve in the class of directors with terms expiring at the conclusion of the Bank's 2018 annual meeting of its sole shareholder, subject to Mr. Chadwick’s election as a director of Riverview at the annual meeting of shareholders to be held in 2016. While Mr. Chadwick serves as a director of the Bank’s Board, Mr. Chadwick shall receive compensation (including equity based compensation, if any) for the Board and committee meetings attended, an annual retainer and benefits (including expense reimbursements) on the same basis as all other non-employee

directors of the Bank.

Upon the election of Mr. Chadwick to the Board and, thereafter, upon the reasonable request of Mr. Chadwick, the Board shall consult with Mr. Chadwick regarding the appointment of Mr. Chadwick to one or more committees of each of the Board and the Bank Board, with the understanding that the intent of the Parties is that Mr. Chadwick or any substitute for Mr. Chadwick pursuant to Section 4 hereof (the “Substitute”) shall be considered for membership on committees of the Board and the Bank Board in a similar manner to other members of the Board and the Bank Board.

In the event Mr. Chadwick or the Substitute resigns from the Riverview Board, such resignation shall also be considered a resignation from the Bank Board. Similarly, if Mr. Chadwick or the Substitute resigns from the Bank Board, such resignation shall also be considered a resignation from the Riverview Board.

Mr. Chadwick or the Substitute, as the case may be, agrees to promptly submit his resignation as a member of the Board of Directors of each of Riverview and the Bank upon the termination of this Agreement pursuant to Section 15 hereof.

Except as otherwise set forth in this Section 1, at all times while serving as a member of the Board or the Bank Board, Mr. Chadwick or the Substitute, as the case may be, agrees to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to members of the Board or the Bank Board (as each may be amended from time to time for all directors). Upon the request of Mr. Chadwick or the Substitute, Riverview shall make available to Mr. Chadwick or the Substitute copies of all such policies, procedures, processes, codes, rules, standards and guidelines that are in writing and in effect as of the date of such request. At all times while Mr. Chadwick or the Substitute is serving as a member of the Board or the Bank Board, (i) Mr. Chadwick or the Substitute shall not disclose to the Ancora Parties, any Member or any “affiliate” or “associate” (as defined in Rule 12b-2 promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of each such Member of the Ancora Parties (collectively and individually the “Ancora Affiliates”) or any other person or entity not affiliated with Riverview or the Bank any confidential information of Riverview or the Bank, and (ii) each Member of the Ancora Parties shall not, and shall cause the Ancora Affiliates not to, seek to obtain confidential information of Riverview or the Bank from Mr. Chadwick or the Substitute; provided that, notwithstanding the foregoing, Mr. Chadwick or the Substitute may discuss confidential information with an associate of Ancora Advisors in accordance with and subject to the terms of the Non-Disclosure Agreement, the form of which is attached hereto as Exhibit A, after the Non-Disclosure Agreement has been mutually executed and delivered by Riverview, Mr. Chadwick or the Substitute, the principal of Ancora Advisors and Ancora Advisors.

2. Standstill

The Ancora Parties each agree that during the Standstill Period (as hereinafter defined), the Ancora Parties, any Member and the Ancora Affiliates will not (and they will not assist or encourage others to), directly or indirectly, in any manner, without prior written approval of the Board of Directors of Riverview:

(i) acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire directly or indirectly, alone or in concert with others, by purchase, gift, tender, exchange or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) or any direct or indirect interest in any securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for (collectively, an “Acquisition”), any securities of Riverview, such that as a result of such of such Acquisition, the Ancora Parties would maintain beneficial ownership in excess of 9.99% of the outstanding shares of Riverview common stock;

(ii) make, engage in, or in any way participate in, directly or indirectly, alone or in concert with others, any “solicitation” of “proxies” or consents to vote (as such terms are used in the proxy rules of the SEC promulgated pursuant to Section 14 of the Exchange Act) or seek to advise, encourage or influence in any manner whatsoever any person with respect to the voting of any voting securities of Riverview;

(iii) form, join, encourage, influence, advise or in any way participate in a “group” within the meaning of Section 13(d)(3) of the Exchange Act (other than a group involving solely the Ancora Parties) with respect to any voting securities of Riverview or otherwise in any manner agree, attempt, seek or propose to deposit any securities of Riverview in any voting trust or similar arrangement, or subject any securities of Riverview to any arrangement or agreement with respect to the voting thereof (other than any such voting trust, arrangement or agreement solely among the Ancora Parties) except as expressly set forth in this Agreement (for the benefit of clarification and the avoidance of doubt, this provision shall not prohibit changes in the Members of the group involving the Ancora Parties as long as any additional Member(s) agrees to be bound by the terms of this Agreement);

(iv) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, tender, exchange or otherwise, (a) any of the assets, tangible and intangible, direct or indirect, of Riverview or (b) direct or indirect rights, warrants or options to acquire any assets of Riverview;

(v) arrange, or in any way participate, directly or indirectly, in any financing (except for margin loan financing for shares beneficially owned) for the purchase of any securities or securities convertible or exchangeable into or exercisable for any securities or assets of Riverview;

(vi) otherwise act, alone or in concert with others, to propose or to seek to offer to Riverview or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with Riverview or the Bank or otherwise seek, alone or in concert with others, to control or change the management, Board of Directors or policies of Riverview or the Bank, to propose or seek any amendment, waiver or modification of the articles of incorporation or bylaws of Riverview, to nominate any person as a director of Riverview who is not nominated by the then incumbent directors (provided that if there is a vacancy on the Riverview Board of Directors the Ancora Parties may submit suggestions on a confidential basis to the Riverview Board of Directors or the Nominating Committee of the Riverview Board of Directors for nominees to the Board of Directors pursuant to the nomination policy adopted by the Board of Directors), or propose any matter to be voted upon by the stockholders of Riverview;

(vii) directly or indirectly, sell, transfer or otherwise dispose of any interest in the shares of Riverview common stock beneficially owned by the Ancora Parties or Members thereof to any person that would reasonably be understood to be the beneficial owner of 5% or more of the outstanding shares of Riverview common stock, except in a transaction approved by the Riverview Board of Directors;

(viii) except in connection with the enforcement of this Agreement, or passive participation as a class member in any class action (which for avoidance of doubt, shall not include participation as a name or lead plaintiff) with respect to any event or circumstance occurring prior to the date of this Agreement, initiate or participate, by encouragement or otherwise, in any litigation against Riverview or the Bank or their respective directors or officers, or in any derivative litigation on behalf of Riverview, except for testimony which may be required by law; or

(ix) announce an intention to do, or enter into any arrangement or understanding with others to do, or advise, assist or encourage others to do, any of the actions restricted or prohibited under clauses (i) through (viii) of this Section 2, publicly announce or disclose any request to be excused from any of the foregoing obligations of this Section 3 or otherwise take or cause any action or make any statement inconsistent with any of the foregoing.

At any Riverview annual meeting of stockholders during the Standstill Period, the Ancora Parties and Members thereof agree: (1) to vote all shares of Riverview they or any of them beneficially own in favor of the nominees for election or reelection as director of Riverview selected by the Board of Directors of Riverview and agree otherwise to support such director candidates, and (2) with respect to any other proposal submitted by any Riverview stockholder to a vote of the Riverview stockholders, to vote all of the Riverview shares they beneficially own in accordance with the recommendation of the Riverview Board of Directors with respect to any such stockholder proposal.

Notwithstanding anything in this Agreement to the contrary, nothing herein will be construed to limit or affect: (1) any action or inaction by Mr. Chadwick or the Substitute in his capacity as a member of Riverview’s Board of Directors or the Bank's Board of Directors, provided he acts in good faith in the discharge of his fiduciary duties as a Board member; or (2) the ability of the Ancora Parties to engage in discussions relating to the topics listed in Section 2 of this Agreement directly with the Chairman and Chief Executive Officer of Riverview, or upon invitation by the Board of Directors of Riverview, with other members of management or the Board of Directors of Riverview.

The “Standstill Period” shall begin as of the date of this Agreement and shall remain in full force and effect until the later of (1) the close of business on the date of the 2017 annual meeting of stockholders of Riverview (for avoidance of doubt, it is acknowledged that Mr. Chadwick and the Substitute are free to resign as a director of Riverview or the Bank at any time, and for any reason, subsequent to the 2017 annual meeting of stockholders) or (2) six months following the last day that Mr. Chadwick or the Substitute, as the case may be, serves as a director of Riverview or the Bank.

Notwithstanding anything in this Agreement to the contrary, at the sole option of Riverview, the Standstill Period may be terminated by Riverview in the event that the beneficial

ownership of the Ancora Parties or any Member thereof decreases below 5% of the outstanding shares of Riverview common stock (in which event Mr. Chadwick or the Substitute, as the case may be, shall promptly submit his resignation as a director of Riverview and the Bank).

3. Non-Disparagement

During the Standstill Period, the Ancora Parties agree not to disparage Riverview or any officers, directors (including director nominees) or employees of Riverview or its affiliates or subsidiaries in any public or quasi-public forum, and Riverview agrees not to disparage any of the Ancora Parties or any Member, officers, partners or employees of the Ancora Parties in any public or quasi-public forum.

4. Ancora Nominees

Riverview agrees that if either Mr. Chadwick or any Substitute is unable to serve as a director, resigns as a director or is removed as a director of Riverview or the Bank prior to the expiration of the Standstill Period, then the Board or the Bank Board, as applicable, shall appoint a substitute director, recommended by the Ancora Parties and subject to the approval of the applicable Board of Directors, in its discretion, after exercising its fiduciary duties in good faith, which approval shall not be unreasonably withheld or delayed (any such substitute director, a “Substitute”), to fill the resulting vacancy in the class of directors with terms expiring at the conclusion of the Riverview 2018 annual meeting of stockholders.

5. Authority

Each of the Parties that is a corporation or other legal entity and each individual Party executing this Agreement on behalf of a corporation or other legal entity, represents and warrants that: (a) such corporation or other legal entity is duly organized, validly authorized and in good standing, and possesses full power and authority to enter into and perform the terms of this Agreement; (b) the execution, delivery and performance of the terms of this Agreement have been duly and validly authorized by all requisite acts and consents of the company or other legal entity and do not contravene the terms of any other obligation to which the corporation or other legal entity is subject; and (c) this Agreement constitutes a legal, binding and valid obligation of each such entity, enforceable in accordance with its terms.

6. Expenses

All costs and expenses incurred in connection with this Agreement shall be paid by the Party incurring such expenses.

7. Amendment in Writing

This Agreement and each of its terms may only be amended, waived, supplemented or modified in a writing signed by the signatories hereto or their respective clients.

8. Governing Law/Venue/Jurisdiction

This Agreement, and the rights and liabilities of the Parties hereto, shall be governed by and construed in accordance with the laws of the State of Washington without regard to conflict of law provisions. The venue and jurisdiction for adjudication of any and all disputes between the

Parties to this Agreement shall be in the State of Washington with a court of competent jurisdiction located in Clark County, Washington.

9. Notice of Breach and Remedies

The Parties expressly agree that an actual or threatened breach of this Agreement by any Party will give rise to irreparable injury that cannot adequately be compensated by damages. Accordingly, in addition to any other remedy to which it may be entitled, each Party shall be entitled to seek a temporary restraining order or injunctive relief to prevent a breach of the provisions of this Agreement or to secure specific enforcement of its terms and provisions.

The Ancora Parties expressly agree that they will not be excused or claim to be excused from performance under this Agreement as a result of any material breach by Riverview unless and until Riverview is given written notice of such breach and thirty (30) business days either to cure such breach or for Riverview to seek relief in court. If Riverview seeks relief in court, the Ancora Parties irrevocably stipulate that any failure to perform by the Ancora Parties shall be deemed to constitute irreparable harm under this Agreement, therefore Riverview shall not be required to provide further proof of irreparable harm in order to obtain equitable relief and the Ancora Parties shall not deny or contest that such circumstances would cause Riverview irreparable harm. If, after such thirty (30) business day period, Riverview has not either reasonably cured such material breach or obtained relief in court, the Ancora Parties may terminate this Agreement by delivery of written notice to Riverview.

Riverview expressly agrees that it will not be excused or claim to be excused from performance under this Agreement as a result of any material breach by the Ancora Parties or any Member thereof unless and until the Ancora Parties are given written notice of such breach and thirty (30) business days either to cure such breach or for the Ancora Parties to seek relief in court. If the Ancora Parties seek relief in court, Riverview irrevocably stipulates that any failure to perform by Riverview shall be deemed to constitute irreparable harm under this Agreement, therefore the Ancora Parties shall not be required to provide further proof of irreparable harm in order to obtain equitable relief and Riverview shall not deny or contest that such circumstances would cause the Ancora Parties irreparable harm. If, after such thirty (30) business day period, the Ancora Parties have not either reasonably cured such material breach or obtained relief in court, Riverview may terminate this Agreement by delivery of written notice to the Ancora Parties.

10. Counterparts

This Agreement may be executed in counterparts, each of which shall be considered to be an original or true copy of this Agreement. Faxed or emailed signatures shall be presumed valid.

11. Non-Waiver

The failure of any one of the Parties to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive the Parties of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

12. Disclosure of This Agreement

The parties contemplate that the Ancora Parties will file a Schedule 13D amendment attaching this Agreement, that Riverview will file a Form 8-K attaching this Agreement and that during the Standstill Period there will be no other public comments (except as required by applicable law, including regulations of the SEC) by the Parties regarding this Agreement other than a press release by Riverview factually summarizing this Agreement and referring to the Form 8-K filing, which press release shall be subject to prior approval by the Ancora Parties (such approval not to be unreasonably withheld).

13. Entire Agreement

This Agreement constitutes the full, complete and entire understanding, agreement, and arrangement of and between the Parties with respect to the subject matter hereof and supersedes any and all prior oral and written understandings, agreements and arrangements between them. There are no other agreements, covenants, promises or arrangements between the Parties other than those set forth in this Agreement (including the attachments hereto).

14. Notice

All notices and other communications which are required or permitted hereunder shall be in writing and sufficient if by same-day hand delivery (including delivery by courier) or sent by fax, addressed as follows:

If to Riverview:

Patrick Sheaffer

Chairman

Riverview Bancorp, Inc.

900 Washington Street, Suite 900

Vancouver, Washington 98660

Fax: (360) 693-6275

with a copy, which will not constitute notice, to:

John F. Breyer, Jr.

Breyer & Associates PC

8180 Greensboro Drive, Suite 785

McLean, Virginia 22102

Fax: (703) 883-2511

If to the Ancora Parties:

Frederick DiSanto

Chairman and Chief Executive Officer

Ancora Advisors, LLC

6060 Parkland Boulevard, Suite 200

Cleveland, Ohio 44124

Fax: (216) 825-4001

with a copy, which will not constitute notice, to:

Phillip M. Goldberg

Foley & Lardner LLP

321 North Clark Street

Chicago, Illinois 60654-5313

Fax: (312) 832-4700

15. Termination

This Agreement shall cease, terminate and have no further force and effect upon the expiration of the last day of the Standstill Period as set forth in Section 2, unless earlier terminated pursuant to Section 9 hereof or by mutual written agreement of the Parties.

16. Further Assurances

The Ancora Parties and Riverview agree to take, or cause to be taken, all such further or other actions as shall reasonably be necessary to make effective and consummate the transactions contemplated by this Agreement.

17. Successors and Assigns

All covenants and agreements contained herein shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

18. No Third Party Beneficiaries

This Agreement is solely for the benefit of the parties and is not enforceable by any other person.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto have each executed this Agreement on the date set forth below.

Dated: August 26, 2015

For:	Ancora Advisors, LLC
	Merlin Partners,
	AAMAF LP
	Ancora Catalyst Fund LP


By:	/s/ Frederick DiSanto	/s/ Frederick DiSanto
	Frederick DiSanto	Frederick DiSanto
	Managing Member


By:	/s/ Brian Hopkins	/s/ James M. Chadwick
	Brian Hopkins	James M. Chadwick
	Managing Member


By:	/s/ Patrick Sweeney	/s/ Brian Hopkins
	Patrick Sweeney	Brian Hopkins
	Associate

		/s/ Patrick Sweeney
For:	Riverview Bancorp, Inc.	Patrick Sweeney

	/s/ Patrick Sheaffer
	Patrick Sheaffer
	Chairman

Exhibit A

Non-Disclosure Agreement

August 26, 2015

Reference is made to the Standstill Agreement, dated August 26, 2015 (the “Standstill Agreement”), by and among Riverview Bancorp, Inc. (the “Company”), the Ancora Parties and James M. Chadwick, as representative of the Ancora Parties (the “Director”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Standstill Agreement, and the rules of interpretation set forth in Section 8 of the Standstill Agreement shall apply to this Non-Disclosure Agreement mutatis mutandis .

The Director may be provided certain information and data in connection with his serving as a director of the Company or Riverview Community Bank that the Company or Riverview Community Bank wishes to keep confidential, including information (whether furnished in writing or electronic format or orally) regarding the Company’s and Riverview Community Bank’s governance, board of directors, management, plans, strategies, business, finances or operations and information that the Company or Riverview Community Bank has obtained from third parties and with respect to which the Company or Riverview Community Bank is obligated to maintain confidentiality (collectively, “Confidential Information”). Except as provided in this Non-Disclosure Agreement, the Director will not disclose any Confidential Information in any manner whatsoever or use any Confidential Information other than in connection with serving as a director of the Company or Riverview Community Bank without, in each instance, securing the prior written consent of the Company (acting through a resolution of a majority of the Company’s directors).

Except as set forth in this paragraph, this Non-Disclosure Agreement shall not prevent the Director from privately disclosing Confidential Information to (i) officers, directors, accountants and counsel for the Company or Riverview Community Bank, (ii) the Director’s legal counsel or legal counsel to the Ancora Parties (each a “Director Representative” and collectively, the “Director Representatives”) who needs to know such information for the sole purpose of advising the Director on his actions as a director of the Company or Riverview Community Bank or advising Ancora Advisors, LLC (“Ancora Advisors”) and the Ancora Parties (or the Ancora Affiliates) on its (or their) investment(s) in the Company or (iii) Frederick DiSanto, Brian Hopkins and Patrick Sweeney, each an associate of Ancora Advisors (each an “Ancora Principal” and, collectively, the “Ancora Principals”). Notwithstanding the foregoing, it is understood and agreed that the Director will not disclose any information that the Director learns or obtains in his capacity as a director of the Company or Riverview Community Bank to any Director Representative or any Ancora Principal to the extent such disclosure would be reasonably likely to constitute a waiver of the attorney-client privilege between the Company or Riverview Community Bank and its counsel or the Company’s or Riverview Community Bank’s attorney work product privilege. The Director also acknowledges and agrees that he will not disclose, and is prohibited by law and regulation from disclosing, to any Director Representative or any Ancora Principal any reports of examination or other confidential supervisory information of any bank regulatory authority, including the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of San Francisco, the Federal Deposit Insurance Corporation

Exhibit A-1

and the Office of the Comptroller of the Currency. Any Director Representative shall only be provided Confidential Information to the extent that such Director Representative is informed of the confidential nature of the Confidential Information and agrees or is otherwise obligated to keep such information confidential and to restrict the use of such confidential information in accordance with the terms of this Non-Disclosure Agreement. The Ancora Principals agree to keep confidential the Confidential Information and to restrict the use of such Confidential Information in accordance with the terms of this Non-Disclosure Agreement, to be bound by this Non-Disclosure Agreement on the same terms as the Director by countersigning this Non-Disclosure Agreement and not to use any Confidential Information in a manner that may be detrimental to the Company or its subsidiaries, including Riverview Community Bank. The Director, Ancora Advisors and the Ancora Parties shall be responsible for any breach of this Agreement by the Director, any Director Representatives, Ancora Advisors, the Ancora Parties or Ancora Principals.

The term “Confidential Information” shall not include information that (a) is at the time of disclosure or thereafter becomes generally available to the public other than as a result of a disclosure by the Director, Ancora Advisors, the Ancora Parties, a Director Representative or an Ancora Principal in violation of the terms of this Non-Disclosure Agreement; (b) was, prior to disclosure by the Company or Riverview Community Bank, already in the possession of the Director, a Director Representative or an Ancora Principal; provided that the source of such information was, to such person’s knowledge after reasonable inquiry, not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or Riverview Community Bank; (c) becomes available to the Director, a Director Representative or an Ancora Principal on a non-confidential basis from a source other than the Company, an affiliate of the Company (including Riverview Community Bank) or an agent, representative, attorney, advisor, director, officer or employee of the Company or Riverview Community Bank (collectively, the “Company Representatives”) that is, to such person’s knowledge after reasonable inquiry, not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or Riverview Community Bank, and is not, to such person’s knowledge after reasonable inquiry, under an obligation to the Company or Riverview Community Bank not to transmit the information to such person; or (d) was independently developed by the Director, a Director Representative or an Ancora Principal without reference to or use of the Confidential Information.

The Director is aware, and will advise any Director Representative or an Ancora Principal who is informed of the matters that are the subject of this Non-Disclosure Agreement, that the Confidential Information may constitute material, non-public information and of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who is aware of material, non-public information and on the communication of such information to any other person who may purchase or sell such securities on the basis of such information. The Director, Ancora Advisors, the Ancora Parties, any Director Representative or any Ancora Principal to whom the Director transmits Confidential Information under this Non-Disclosure Agreement will comply with all applicable federal and state securities laws in connection with the purchase or sale, directly or indirectly, of securities of the Company or any other entity of which the Director is provided material non-public information in his capacity as a director of the Company or Riverview Community Bank for as long as the Director, Ancora

Exhibit A-2

Advisors, the Ancora Parties any Director Representative or any Ancora Principal are in possession of material non-public information about the Company or such other entity. The Director and the Company acknowledge that none of the provisions hereto shall in any way limit Ancora Advisors’, the Ancora Parties’ or the Ancora Principals’ activities in the ordinary course of business if such activities will not violate applicable securities laws or the obligations set forth in this Non-Disclosure Agreement.

Each of the Director, any Ancora Principal and any Director Representative to whom the Director transmits Confidential Information under this Non-Disclosure Agreement acknowledges, or shall be deemed to acknowledge, that none of the Company, any affiliate of the Company or any Company Representative makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. None of the Company, any affiliate of the Company or any Company Representative shall have any liability to the Director, Ancora Advisors, the Ancora Parties, any Director Representative or any Ancora Principal hereunder relating to or resulting from the use of the Confidential Information by the Director, Ancora Advisors, the Ancora Parties, any Director Representative or any Ancora Principal or any errors in or omissions from the Confidential Information.

In the event that the Director, Ancora Advisors, the Ancora Parties, any Director Representative or any Ancora Principal is requested in any proceeding or governmental inquiry to disclose any Confidential Information, the Director will give the Company prompt written notice, to the extent not legally prohibited, of such request so that the Company or Riverview Community Bank may seek an appropriate protective order or waive compliance with the applicable provisions of this Non-Disclosure Agreement. If the Company or Riverview Community Bank seeks a protective order, the Director, Ancora Advisors, the Ancora Parties, and the Ancora Principals agree to, and shall cause any Director Representative to, provide such cooperation as the Company or Riverview Community Bank shall reasonably request and in no event will they oppose action by the Company or Riverview Community Bank to obtain a protective order or other relief to prevent the disclosure of Confidential Information or to obtain reliable assurance that confidential treatment will be afforded to the Confidential Information. If in the absence of a protective order, the Director, Ancora Advisors, the Ancora Parties, any Director Representative or any Ancora Principal, based upon the advice of counsel, is legally required to disclose Confidential Information, such person or entity may disclose without liability under this Non-Disclosure Agreement such portion of the Confidential Information that counsel advises that the Director, Ancora Advisors, the Ancora Parties, any Director Representative or any Ancora Principal is legally required to disclose, so long as the recipient of such Confidential Information is informed of this Non-Disclosure Agreement and the confidential nature of such Confidential Information. For the avoidance of doubt, there shall be no legal requirement applicable to the Director, Ancora Advisors, the Ancora Parties, or the Ancora Principals to disclose any Confidential Information solely by virtue of the fact that, absent such disclosure, such parties would be prohibited from purchasing, selling, or engaging in derivative or other transactions with respect to securities of the Company.

The parties agree that irreparable damage would occur in the event any of the provisions of this Non-Disclosure Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Non-

Exhibit A-3

Disclosure Agreement and to enforce specifically the terms and provisions of this Non-Disclosure Agreement exclusively in the State of Washington with a court of competent jurisdiction located in Clark County, Washington (the “Washington Courts”), in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to the party seeking relief on the grounds that any other remedy or relief is available at law or in equity. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. In the event of litigation relating to this Non-Disclosure Agreement, if a court of competent jurisdiction determines that this Non-Disclosure Agreement has been breached by the Director, Ancora Advisors, the Ancora Parties, any Director Representative or any Ancora Principal, Ancora Advisors and the Ancora Parties will reimburse the Company for its reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses) incurred in connection with all such litigation (including any appeal relating thereto). Furthermore, each of the parties hereto irrevocably (a) consents to submit itself to the personal jurisdiction of the Washington Courts in the event any dispute arises out of this Non-Disclosure Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Washington Courts, (c) agrees that it shall not bring any action relating to this Non-Disclosure Agreement in any court other than the Washington Courts, (d) waives the right to trial by jury, and (d) consents to service of process by the United States Postal Service or reputable overnight mail delivery service, in each case, signature requested, to the address set forth in Section 14 of the Standstill Agreement or as otherwise provided by applicable law. THIS NON-DISCLOSURE AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITH RESPECT TO VALIDITY, INTERPRETATION, EFFECT AND ENFORCEMENT, BY THE LAWS OF THE STATE OF WASHINGTON WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

This Non-Disclosure Agreement may not be amended except in writing signed by all the parties hereto. No failure or delay by either party in exercising any right hereunder or any partial exercise thereof shall operate as a waiver thereof or preclude any other or further exercise of any right hereunder.

The provisions of this Non-Disclosure Agreement relating to confidentiality shall terminate two (2) years after the Director (or any substitute director appointed to replace the Director in accordance with Sections 1 and 4 of the Standstill Agreement) ceases to be a director of the Company or Riverview Community Bank, except that any Confidential Information constituting trade secrets of the Company or Riverview Community Bank (as defined in 18 U.S.C. § 1839(3)) shall be kept confidential in accordance with the obligations of this Non-Disclosure Agreement for such longer time as such information constitutes a trade secret of the Company or Riverview Community Bank. The invalidity or unenforceability of any provision of this Non-Disclosure Agreement shall not affect the validity or enforceability of any other provision hereof.

All Confidential Information shall remain the property of the Company or Riverview Community Bank and none of the Directors, Ancora Advisors, the Ancora Parties, any Director Representative or any Ancora Principal shall by virtue of any disclosure of or use of any

Exhibit A-4

Confidential Information acquire any rights with respect thereto, all of which rights (including all intellectual property rights) shall remain exclusively with the Company or Riverview Community Bank. At any time after the date on which the Director (or any substitute director appointed to replace the Director in accordance with Sections 1 and 4 of the Standstill Agreement) is no longer a director of the Company, upon the request of the Company for any reason, the Director and the Ancora Principals will, and will cause Ancora Advisors, the Ancora Parties, and any Director Representative to, promptly return to the Company or destroy all hard copies of the Confidential Information and use reasonable efforts to permanently erase or delete all electronic copies of the Confidential Information in the possession or control of the Director, Ancora Advisors, the Ancora Parties, any Director Representative or any Ancora Principal. Notwithstanding anything to the contrary contained in this paragraph, the Director, the Ancora Principals, Ancora Advisors, the Ancora Parties and any Director Representative shall be permitted to retain such Confidential Information as is necessary to enable them to comply with any applicable document retention requirements under applicable law or regulation and to retain any computer records and computer files containing any Confidential Information if required pursuant to their respective current automatic archiving and backup procedures; provided, however, that such retention shall be solely for legal, regulatory or archival purposes, as the case may be.

Unless and until any substitute director appointed in accordance with Sections 1 and 4 of the Standstill Agreement executes a joinder to this Non-Disclosure Agreement and agrees to be bound by the terms hereof applicable to the Director, the Ancora Principals shall not be permitted to discuss Confidential Information with, or obtain Confidential Information from, such substitute director.

[ Signature Page Follows ]

Exhibit A-5

Acceptance of the above terms shall be indicated by having this Non-Disclosure Agreement countersigned by the Director, the Ancora Principal, Ancora Advisors and the Ancora Parties.

	Sincerely,

	RIVERVIEW BANCORP, INC.

	By:	/s/ Pat Sheaffer
	Name:	Pat Sheaffer
	Title:	Chairman and CEO

Acknowledged and agreed as of the date first written above:

/s/James M. Chadwick
James M. Chadwick, as Director

/s/Frederick DiSanto
Frederick DiSanto, as Ancora Principal

ANCORA ADVISORS, LLC

MERLIN PARTNERS,

AAMAF LP

ANCORA CATALYST FUND LP

By:	/s/ Frederick DiSanto	By:	/s/ Brian Hopkins
Name:	Frederick DiSanto	Name:	Brian Hopkins
Title:	Managing Member	Title:	Managing Member


By:	/s/ Patrick Sweeney
Name:	Patrick Sweeney
Title:	Associate

[ Signature Page to Non-Disclosure Agreement ]

Exhibit A-6

Exhibit 99.1

Contacts: Pat Sheaffer, Ron Wysaske or Kevin Lycklama,

Riverview Bancorp, Inc. 360-693-6650

RIVERVIEW BANCORP, INC.

ANNOUNCES NEW DIRECTOR

Vancouver, WA. August 28, 2015 – Riverview Bancorp, Inc. (the "Company") (NASDAQ Global Market: RVSB), the holding company for Riverview Community Bank (the "Bank"), announced today its appointment of James M. Chadwick to the Boards of Directors of the Company and the Bank. Mr. Chadwick is a portfolio manager and Director of Research for Ancora Advisors LLC.

The appointment is part of an agreement (the “Agreement”) with Ancora Advisors, LLC, an investment advisor in Cleveland, Ohio and certain affiliated entities and others (collectively, the "Ancora Parties"). The term of the Agreement is scheduled to continue through the later of the date of the Company's Annual Meeting of Stockholders in 2017 or six months after the last day Mr. Chadwick (or any substitute nominee) serves as a director of the Company or the Bank. During the term of the Agreement, the Ancora Parties and Mr. Chadwick will not, among other things, solicit proxies in opposition to any recommendations or proposals of the Company's Board of Directors, initiate or solicit stockholder proposals or seek to place any representatives on the Company's Board of Directors (other than any replacement director), oppose any proposal or director nomination submitted by the Board of Directors to the Company's stockholders, vote for any nominee to the Company's Board of Directors other than those nominated or supported by the Board of Directors, seek to exercise any control or influence over the management of the Company or the Boards of Directors of the Company or the Bank (although nothing in the Agreement will prevent Mr. Chadwick from expressing his views to other members of the Board at duly convened meetings of the Boards of Directors), propose or seek to effect a merger or sale of the Company or initiate litigation against the Company.

Pat Sheaffer, the Company's Chairman and Chief Executive Officer, said "We are pleased to have Jim joining the board as a representative of the investment community and believe it will be productive to have an institutional shareholder represented on the board. He brings to the board significant financial expertise and experience in strategic investments."

RVSB

Page 2

About Riverview

Riverview Bancorp, Inc. (www.riverviewbank.com) is headquartered in Vancouver, Washington – just north of Portland, Oregon on the I-5 corridor. With assets of $860 million, it is the parent company of the 92 year-old Riverview Community Bank, as well as Riverview Asset Management Corp. The Bank offers true community banking services, focusing on providing the highest quality service and financial products to commercial and retail customers. There are 17 branches, including twelve in the Portland-Vancouver area and three lending centers.

This press release contains statements that the Company believes are “forward-looking statements.” These statements relate to the Company’s financial condition, results of operations, plans, objectives, future performance or business. You should not place undue reliance on these statements, as they are subject to risks and uncertainties. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements the Company may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to the Company.

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