AUBURN NATIONAL
BANCORPORATION,
INC AND
SUBSIDIARIES
EXHIBIT 31.2
CERTIFICATION
PURSUANT
TO
RULE 13a-14 OF THE SECURITIES EXCHANGE ACT
OF
1934,
SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002
CERTIFICATION
I, David A. Hedges, certify
that:
1. I have reviewed this Annual Report on Form 10-K of Auburn
Natio
nal Bancorporation, Inc.;
2. Based on my knowledge, this report does not contain any
untrue
statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of
the circumstances under which such statements were
made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the
financial statements,
and other financial information included
in this report, fairly
present in all material respects the financial
condition, results of
operations and cash flows of the registrant as of,
and for, the periods presented in this
report;
4. The registrant’s other certifying
officer
and I are responsible for establishing and maintaining disclosure
controls
and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d
-15(f)) for the registrant and
have:
a)
Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating
to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the
period in which this report is being
prepared;
b)
Designed such internal control over financial reporting,
or
caused such internal control over financial
reporting to be designed under our supervision, to provide
reasonable
assurance regarding the reliability of
financial reporting and the preparation of financial
statements
for external purposes in accordance with
generally accepted accounting
principles;
c)
Evaluated the effectiveness of the
registrant’s
disclosure controls and procedures and presented in this
report our conclusions about the
effectiveness of the disclosure
controls and procedures, as of the end of
the period covered by this report based on
such evaluation;
and
d)
Disclosed in this report any change in the
registrant’s
internal control over financial reporting that occurred
during the registrant’s most recent
fiscal
quarter (the registrant’s fourth
fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s
internal control over financial reporting;
and
5. The registrant’s other certifying officer
and
I have disclosed, based on our most recent evaluation
of internal
control over financial reporting, to the
registrant’s
auditors and the audit committee of the registrant’s
board of
directors (or persons performing the equivalent
functions):
a)
All significant deficiencies and material weaknesses in the design or
operation of internal control over
financial reporting which are reasonably likely to adversely affect
the registrant’s ability
to
record, process,
summarize and report financial information;
and
b)
Any fraud, whether or not material, that involves
management
or other employees who have a significant
role in the registrant’s
internal
control over financial reporting.
Date: March 9,
2021
/s/ David A. Hedges
EVP,
Chief Financial Officer