<PAGE>
 
                                                                      Exhibit 3b

                           CITIZENS FINANCIAL CORP.
                             ELKINS, WEST VIRGINIA

     Organized Under the General Corporation Law of the State of Delaware

                                    BYLAWS

                                   ARTICLE I

                           Meetings of Stockholders
                           ------------------------

*         Section 1.1 - Annual Meetings. The regular meeting of the stockholders
          -----------------------------
for the eleciton of directors and the transaction of other business shall be
held at the main office of the Citizens National bank of Elkins at 211-213 Third
Street, Ekins, West Virginia, or such other place as the Board of Directors may
designate, at 11:00 a.m. on the third Saturday of April of each year, or at such
other time as may be fixed by the Board of Directors and pursuant to the
provisions of law. If, for any cause, an election of directors is not made on
the first day of the annual meeting, the Board of Directors shall order the
election to be held on some subsequent date, as soon thereafter as practicable,
according to the provisions of law. Notice of the annual meeting shall be mailed
not less than twenty (20) nor more than sixty (60) days prior to the date
thereof to each stockholder at his or her address appearing on the books of the
corporation.

          Section 1.2 - Special meetings.  Except as otherwise specifically
          ------------------------------                                   
provided by statute, special meetings of stockholders may be called for any
purpose at any time on the call of three (3) or more directors or by any
three (3) or more stockholders holding in the aggregate not less than ten
percent (10%) of the stock of the corporation.  Every such Special Meeting,
unless otherwise provided by law, shall be called by mailing postage
prepaid, not less than ten (10) nor more than sixty (60) days prior to the
date fixed for such meeting, to each stockholder at his or her address
appearing on the books of the corporation, a notice stating the purpose of
the meeting.

          Section 1.3 - Nominations for Director.  Nominations for election
          --------------------------------------                           
to the Board of Directors may be made by the Board of Directors or by any
stockholder of any outstanding class of capital stock of the corporation
entitled to vote for the election of directors.  Nominations other than
those made by, or on behalf of, the existing management of the coproration
shall be made in writing and shall be delivered or mailed to the president
of the corporation not less than fourteen

*         Section 1.1 - Annual Meetings amended January 27, 1988
          -----------------------------                         

*         Section 1.1 - Annual Meetings amended March 16, 1994
          -----------------------------                       
<PAGE>
 
                                                              Exhibit 3b (cont.)

(14) days nor more than fifty (50) days prior to any meeting of
stockholders called for the election of directors, provided, however, that
if less than twenty-one (21) days notice of the meeting is given to the
stockholders, such nomination shall be mailed or delivered to the President
of the corporation not later than the close of business on the seventh
(7th) day following the day following the day on which the notice of
meeting was mailed.  Such notification shall contain the following
information to the extent known to the notifying stockholder:  (a) the name
and address of each proposed nominee; (b) the principal occupation of each
proposed nominee; (c) the total number of shares of capital stock of the
corporation that will be voted for each proposed nominee; (d) the name and
residence address of the notifying stockholder; and (e) the number of
shares of capital stock owned by the notifying stockholder. Nominations not
made in accordance herewith may, in his or her discretion, be disregarded
by the chairman of the meeting, and upon his or her instructions, the
election judges shall disregard all votes cast for such nominee.

          Section 1.4 - Judged of Elections.  Every election of directors
          ---------------------------------                              
shall be managed by three (3) judges who shall be appointed from among the
stockholders by the Board of Directors.  The judges of election shall hold
and conduct the election at which they are appointed to serve and shall
certify the result thereof with the name of the directors elected.  The
judges of election, at the request of the chairman of the meeting, shall
act as tellers of any other vote taken at such meeting and shall certify
the results thereof.

          Section 1.5 - Proxies.  Stockholders may vote at any meeting of
          ---------------------                                          
the stockholders by proxies duly authorized in writing.  Proxies shall be
valid for one (1) meeting, to be specified therein, and any adjournment of
such meeting. Proxies shall be dated and filed with the records of the
meeting.

          Section 1.6 - Quorum.  A majority of the outstanding capital
          --------------------                                        
stock represented in person or by proxy shall constitute a quorum at any
meeting of stockholders unless otherwise provided by law, but if there be
no quorum, those present in person or by proxy may adjourn the meeting,
from time to time, and the meeting may be held as adjourned without further
notice.  A majority of the votes cast shall decide every question or matter
submitted to the stockholders at any meeting unless otherwise provided by
law or by the Certificate of Incorporation.
<PAGE>
 
                                                              Exhibit 3b (cont.)
                                  ARTICLE II
                                   Directors
                                   ---------

          Section 2.1 - Board of Directors.  The Board of Directors shall
          --------------------------------                               
have the power to manage and administer the business and affairs of the
corporation. Except as expressly limited by law, all corporate powers of
the corporation shall be vested in, and may be exercised by, said Board.

          Section 2.2 - Number; Classes of Directors.  The Board of
          ------------------------------------------               
Directors shall consist of not less than five (5) nor more than twenty-five
(25) stockholders, the exact number to be fixed and determined form time to
time by resolution of a majority of the stockholders at any annual or
special meeting thereof.  the directors shall be divided into three
classes, an nearly equal in number as possible, to be designated as Class
1, consisting of not more than eight (8) directors; Class 2, consisting of
not more than eight (8) directors; and Class 3, consisting of not more than
nine (9) directors.  The term of office of the initial directors of Class 1
shall expire at the first annual meeting of stockholders following their
election, and their successors shall be elected for three-year terms.  The
term of office of the initial directors of Class 2 shall expire at the
second annual meeting of stockholders following their election, and their
successors shall be elected to three-year terms.  The term of office of the
initial director of Class 3 shall expire at the third annual meeting of
stockholders following their election, and their successors shall be
elected to three-year terms.  Thereafter, all directors shall be elected to
three-year terms.  Each director shall serve until his or her successor
shall have been elected and shall qualify or until his or her earlier
resignation or removal.

          Section 2.3 - Organization Meeting.  The Secretary to the Board
          ----------------------------------                             
of Directors, upon receiving the certificate of the judges of election,
shall notify the directors-elect of their election and of the time at which
they are required to meet for the purpose of organizing the new board and
electing and appointing officers of the corporation for the succeeding
year.  Such meeting shall be appointed to be held immediately following the
stockholders' meeting or as soon thereafter as is practicable, and, in any
event, within thirty (30) days thereof.

*         Section 2.4 - Regular Meetings.  The regular meetings of the Board of
          ------------------------------                                       
Directors shall be held, without notice, on the second Wednesday in March,
June, September and December at 4:00 p.m. at the main office of the
corporation, or at

*         Section 2.4 - Regular Meetings amended March 16, 1994
          ------------------------------                       
<PAGE>
 
                                                              Exhibit 3b (cont.)

such other convenient time and place as may be established by the Chairman
from time to time.  When any regular meeting of the Board falls upon a
holiday the meeting shall be held on the next business day, unless the
President shall designate some other day.

          Section 2.5 - Special Meetings.  Special meetings of the Board of
          ------------------------------                                   
Directors may be called by the Chairman or at the request of three (3) or
more directors. Each member of the Board of Directors shall be given
written or oral notice of the date, time, place and purpose of each such
special meeting.

          Section 2.6 - Quorum.  A majority of the Board of Directors shall
          --------------------                                             
constitute a quorum at any meeting except when otherwise provided by law
but a lesser number may adjourn any meeting, from time to time, and the
meeting may be held as adjourned without further notice.

          Section 2.7 - Vacancies.  When any vacancy occurs among the
          -----------------------                                    
directors, the remaining members of the Board, in accordance with law, may
apoint a director to fill such vacancy at any regular meeting of the Board
or at a special meeting called for that purpose.

          Section 2.8 - Directors Emeritus.  A retired director upon
          --------------------------------                          
invitaiton of the Board may be appointed Director Emeritus and when
attending shall be paid the same salary per meeting as the regular board
members.  Directors Emeritus shall be authorized to enter into discussion
of business pertaining to the corporation during board meetings and shall
have all the privileges of the regular directors except voting privileges.

                                  ARTICLE III
                            Committees of the Board
                            -----------------------

          Section 3.1 - Executive Committee. There shall be a standing
          ---------------------------------                           
commitee of the Board of Directors known as the Executive Committee which
shall be appointed annually by the Chairman and approved by the Board.
Each member shall serve until a successor is appointed, and committee shall
consist of not less than three (3) directors nor more than five (5), none
of whom shall be active officers of the corporation.  The Executive
Committee shall serve in an advisory capacity to the Chairman and the Board
in all matters concerning future planning for the corporation and in all
other matters coming under the authority of the office of the Chairman and
the Board of Directors.  The Executive Committee shall also perform other
functions as are assigned from time to time by the Chairman or the Board of
Directors.
<PAGE>
 
                                                              Exhibit 3b (cont.)

          Section 3.2 - Other Committees.  The Chairman may appoint, from
          ------------------------------                                 
time to time, other committees, approved by the Board, for such purposes
and with such powers as the Board may determine.  Unless otherwise
specified by the Board or these Bylaws, three (3) committee members will
costitute a quorum of any board-approved committee.

                                  ARTICLE IV
                            Officers and Employees
                            ----------------------

          Section 4.1 - Chairman of the Board.  The Chairman of the Board
          -----------------------------------                            
shall have responsibility for all matters concerning future planning of the
corporaiton and shall preside at all meetings of the Board of Directors and
at all meetings of the Executive Committee.

          Section 4.2 - President and Chief Executive Officer.  The
          ---------------------------------------------------      
President and Chief Executive Officer shall be charged with the general
care and management of all property and business of the corporation and all
of its departments, and shall have full authority over all officers and
employees, subject to the provisions of these Bylaws and to the control of
the Board of Directors.  The President and Chief Executive Officer shall
have power to sign, execute and deliver on behalf of the corporation all
documents and instruments necessary to be signed, executed and delivered in
carrying on the business of the corporaiton, and such other documents and
instruments as the Board of Directors may direct from time to time.  The
President and Chief Executive Officer shall also have, and may exercise,
such further powers and duties as, from time to time, may be assigned by
the Board of Directors.

          Section 4.3 - Vice President.  The Board of Directors shall
          ----------------------------                               
appoint one (1) or more Vice Presidents.  Each Vice President shall have
such powers and duties as may be assigned by the Board of Directors.  One
of the Vice Presidents (if there be more than one) shall be designated by
the Board of Directors in the absence of the President and Chief Executive
Officer to perform all of the duties of the President and Chief Executive
Officer.

          Section 4.4 - Secretary.  The Board of Directors shall appoint a
          -----------------------                                         
Secretary who shall be the Secretary of the Board and who shall be
responsible for keeping accurate minutes of all meetings.  The Secretary
shall also perform such other duties as may be assigned, from time to time,
by the Board of Directors.

          Section 4.5 - Treasurer.  The Treasurer shall act under the
          -----------------------                                    
supervision of the President or such other officer as the President may
designate.  The
<PAGE>
 
                                                              Exhibit 3b (cont.)

Treasurer shall have custody of the corporation's funds and perform such
other duties as may be prescribed by the Board of Directors, President or
such other supervising officer as the President may designate.

          Section 4.6 - Other Officers.  The Board of Directors may appoint
          ----------------------------                                     
one or more assistant vice presidents, one or more assistant secretaries,
and such other officers and attorneys-in-fact as from time to time may
appear to the Board to be required or desirable to transaction the business
of the corporation.  Such officers shall respectively exercise such powers
and perform such duties as pertain to their several offices or as may be
conferred upon or assigned to them by the Board of Directors or the
President.

          Section 4.7 - Tenure of Office.  All officers shall serve at the
          ------------------------------                                  
pleasure of the Board.  Any vacancy occurring in any office shall be filled
by the Board of Directors.

                                   ARTICLE V
                         Stock and Stock Certificates
                         ----------------------------

*         Section 5.1 - Transfers.  Shares of stock shall be transferable on the
          -----------------------                                               
books of the corporation and a transfer book shall be kept in which all
transfers of stock shall be recorded.  An officer of the corporation will
serve as Transfer Agent.  Every person becoming a stockholder by such
transfers shall, in proportion to his shares, succeed to all rights and
liabilities of the prior holder of such shares.

*         Section 5.2 - Declaration of Cash Dividends.  Declaration of cash
          -------------------------------------------                      
dividends shall be determined quarterly by the Board of Directors.  The
Board shall then establish the record date and payment date.  Shareholders
of record on the established record date will be entitled to receive such
dividends, if any.

*         Section 5.3 - Stock Certificates. Certificates of stock, signed by the
          --------------------------------
President or any duly designated Vice President or corporate Treasurer and by
the Secretary or an Assistant Secretary, shall be issued to stockholders, and
the certificate shall state upon the face thereof that the stock is transferable
only upon the books of the corporation, and when stock is transferred, the
certificates thereof shall be returned to the corporation and shall be cancelled
and preserved and new certificates shall be issued.

*         Section 5.1 - Transfers, Section 5.2 - Declaration of Cash Dividends,
          ---------------------------------------------------------------------
          and Section 5.3 - Stock Certificates amended December 6, 1995
          -------------------------------------------------------------    
<PAGE>
 
                                                              Exhibit 3b (cont.)

                                  ARTICLE VI
          Directors' and Officers' Liability, Indemnity and Insurance
          -----------------------------------------------------------

          Section 6.1 - Directors' Liability.  No director shall be
          ----------------------------------                       
personally liable to the corporation or its stockholders for monetary
damages for any breach of fiduciary duty by such directors as a director.
Not withstanding the foregoing sentence, directors shall be liable to the
extent provided by applicable law (i) for breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived
an improper personal benefit.  No amendment to or repeal of this Section
6.1 shall apply to or have any effect on the liability or alleged liability
of any director of the corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment.

          Section 6.2 - Indemnification of Officers and Directors.  Any
          -------------------------------------------------------      
person who was or is a party if threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including an action by or in the
right of the corporation), by reason of the fact that he or she is or was a
director or officer of the corporation, or is or was serving at the request
of the corporation as a director of another corporation, partnership, joint
venture, trust or other enterprise, may be indemnified, to the extent
permitted by law, by the corporation against expenses (including attorneys'
fees), judgements, fines and amounts paid in settlement, and any
determination whether such person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of
the corporation (or, with respect to any criminal action or proceeding
whether such person had no reasonable cause to believe that his or her
conduct was unlawful) shall be made by a majority of the disinterested
members of the Board of Directors at a special meeting duly convened for
such purpose, or otherwise as provided by law.

          Section 6.3 - Directors' and Officers' Liability Insurance.  The
          ----------------------------------------------------------      
corporation shall use its best efforts to purchase and maintain insurance, on
behalf of any person who is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director or officer of
another corporation or enterprise, in such amounts or limits as may from time
<PAGE>
 
                                                              Exhibit 3b (cont.)

to time be determined by the Board of Directors to be reasonable, against
any liability asserted against such person and incurred by him or her in
any such capacity, or arising out of his or her status as such director or
officer, whether or not the corporation would have the power to indemnify
him or her against such liability under law.  This provision for directors'
and officers' liability insurance is in addition to and not exclusive of
all other rights to which directors or officers seeking indemnification may
be entitled under any law, agreement, vote of stockholders or disinterested
directors, other provision of the Bylaws or otherwise.

                                  ARTICLE VII
                                Corporate Seal
                                --------------

          The Secretary or an Assistant Secretary shall have authority to
affix the corporate seal to any document requiring such seal and to attest
the same.  Such seal shall be in the following form:

                                 ARTICLE VIII
                           Miscellaneous Provisions
                           ------------------------

          Section 8.1 - Fiscal Year.  The fiscal year of the corporation
          -------------------------                                     
shall be the calendar year.

          Section 8.2 - Execution of Instruments.  All agreements,
          --------------------------------------                  
indentures, mortgages, deeds, conveyances, transfers, certificates,
declarations, receipts, discharges, releases, satisfactions, settlements,
petitions, schedules, accounts, affidavits, bonds, undertakings, proxies
and other instruments or documents may be signed, executed, acknowledged,
verified, delivered or accepted in or on behalf of the corporation by the
President or any duly authorized Vice President, as the Secretary or an
Assistant Secretary shall attest.  Any such instrument may also be
executed, acknowledged, verified, delivered or accepted in or on behalf of
the corporation in such other manner and by such other officer as the Board
may from time to time direct.  The provisions of this section are
supplementary to any other provisions of these Bylaws.

          Section 8.3 - Records.  The Certificate of Incorporation, the
          ---------------------                                        
Bylaws and the proceedings of all minutes of the stockholders and the Board
of Directors, when signed by the chairman and secretary of the meeting,
shall be recorded in the minute book provided for that purpose.
<PAGE>
 
                                                              Exhibit 3b (cont.)
                                   ARTICLE IX
                              Contingency Planning
                              --------------------

          Section 9.1 - Provision for Emergency Operations by Surviving Staff.  
          -------------------------------------------------------------------
In the event of an emergency declared by the President of the United States or
the person performing his functions, the officers and employees of this bank
will continue to conduct the affairs of the bank under such guidance from the
directors as may be available except as to matters which by statute require
specific approval of the board of directors and subject to conformance with any
governmental directives during the emergency.

          Section 9.2 - Provision for Emergency Operations Through Executive
          ------------------------------------------------------------------
Committee Action.  The board of directors shall have the power,
----------------                                               
in the absence or disability of any officer, or upon the refusal of any officer
to act, to delegate and prescribe such officer's powers and duties to any other
officer, or to any director, for the time being. In the event of a state of a
disaster of sufficient severity to prevent the conduct and management of the
affairs and business of this bank by its directors and officers as contemplated
by these Bylaws, any two or more available members of the then incumbent
executive committee shall constitute a quorum of that committee for the full
conduct and management of the affairs and business of the bank in accordance
with the provisions of Article III of these Bylaws; and in addition such
committee shall be empowered to exercise all of the powers reserved to the trust
committee under Article III hereof. In the event of the unavailability, at such
time, of a minimum of two members of the then incumbent executive committee, any
three available directors shall constitute the executive committee for the full
conduct and management of the affairs and business of the bank in accordance
with the foregoing provisions of this section. This Bylaw shall be subject to
implementation by resolutions of the board of directors passed from time to time
for that purpose, and any provisions of these Bylaws (other than this section)
and any resolutions which are contrary to the provisions of this section or to
the provisions of any such implementary resolutions shall be suspended until it
shall be determined by any interim executive committee acting under this section
that it shall be to the advantage of this bank to resume the conduct and
management of its affairs and business under all of the other provisions of
these Bylaws.
<PAGE>
 
                                                              Exhibit 3b (cont.)

          Section 9.3 - Provision for Alternate Locations.  The offices of
          -----------------------------------------------                 
the bank at which its business shall be conducted shall be the main office
thereof located at 211-213 Third Street, Elkins, West Virginia ( and
branches, if any), and any other legally authorized location which may be
leased or acquired by this bank to carry on its business.  During an
emergency resulting in any authorized place of business of this bank being
unable to function, the business ordinarily conducted at such location
shall be relocated elsewhere in suitable quarters, in addition to or in
lieu of the locations heretofore mentioned, as may be designated by the
board of directors or by the executive committee or by such persons as are
then, in accordance with resolutions adopted from time to time by the board
of directors dealing with the exercise authority in the time of such
emergency, conducting the affairs of this bank.  Any temporarily relocated
place of business of this bank shall be returned to its legally authorized
location as soon as practicable and such temporary place of business shall
then be discontinued.

                                   ARTICLE X
                                    Bylaws
                                    ------
          Section 10.1 - Inspection.  A copy of the Bylaws with all of the
          -------------------------                                       
Amendments thereto shall at all times be kept in a convenient place at the
main office of the corporation and shall be open for inspection to all
stockholders during business hours.

          Section 10.2 - Amendments.  The Bylaws may be amended, altered or
          -------------------------                                        
repealed at any meeting of the Board of Directors by a vote of the majority
of the whole number of Directors, providing the whole Board has been
notified in writing seven (7) days prior to the meeting of the proposed
changes.