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Exhibit 3.1 National Bancshares Corporation
Amended Articles of Incorporation
(as amended) THE UNDERSIGNED, desiring to form a corporation for profit, under Sections
1701.01 et seq. of
the Revised Code of Ohio, do hereby certify: FIRST. The name of said corporation shall be National Bancshares
Corporation. SECOND. The place in the State of Ohio where its principal office is to
be located is Orrville in Wayne County. THIRD. The purposes for which it is formed are: To engage in any lawful
act or activity for which corporations may be formed under Sections 1701.01 to
1701.98 inclusive of the Revised Code of Ohio. FOURTH. The authorized number of shares of the Corporation is Six Million
(6,000,000) all of which shall be without par value. FIFTH. The amount of stated capital with which the Corporation will begin
business is Five Hundred Dollars ($500). SIXTH. The following provisions are hereby agreed to for the purpose of
defining, limiting and
regulating the exercise of the authority of the corporation, or of the
directors, or of all the shareholders: The board of directors is expressly authorized to set apart out of any of
the funds of the corporation available for dividends a reserve or reserves for
any proper purpose or to abolish any such reserve in the manner in which it was
created, and to purchase on behalf of the corporation any shares issued by it
to the extent of the surplus of the aggregate of its assets over the aggregate
of its liabilities plus stated capital. The corporation may in its regulations confer powers upon its board of
directors in addition to the powers and authorities conferred upon it expressly
by Sections 1701.01 et seq. of the Revised Code of Ohio. Any meeting of the shareholders or the board of directors may be held at
any place within or without the State of Ohio in the manner provided for in the
regulations of the corporation. Any amendments to the articles of incorporation may be made from time to
time, and any proposal or proposition requiring the action of shareholders may
be authorized from time to time by the affirmative vote of 1




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the holders of
shares entitling them to exercise a majority of the voting power of the
corporation, except that an
amendment of Article SEVENTH hereof shall not be effected without the
affirmative vote of eighty percent (80%) of the voting power of the
Corporation. SEVENTH. Evaluation of Business Combinations. In connection with the exercise of its judgment in determining what is in the
best interest of the Corporation and its shareholders when evaluating a
Business Combination or a proposal by another Person or Persons to make a
Business Combination or a tender exchange offer or a proposal by another Person
or Persons to make a tender or exchange offer, the Board of Directors of the
Corporation shall, in addition to considering the adequacy of the amount to be
paid in connection with any such transaction, consider all the following
factors and any other factors which it deems relevant: (i) the social and
economic effects of the transaction on the Corporation and its subsidiaries,
employees, depositors, loan and other customers, creditors and other elements
of the communities in which the Corporation and its subsidiaries operate or are
located; (ii) the business and financial conditions and earnings prospects of
the acquiring Person or Persons, including, but not limited to, debt service
and other existing or likely financial obligations of the acquiring Person or
Persons, and the possible effect of such conditions upon the Corporation and
its subsidiaries and the other elements of the communities in which the
Corporation and its subsidiaries operate or are located, and (iii) the
competence, experience, and integrity of the acquiring Person or Persons and
its or their management. Therefore, the affirmative vote of the holders of not less than eighty
percent (80%) of the Voting Stock shall be required for the approval or
authorization of any Business Transactions with a related person, or any
Business Transaction in which a Related Person has an interest (except
proportionately as a shareholder); provided, however, that the eighty percent
(80%) voting requirement shall not be applicable if (i) the Continuing
Directors, who at the time constitute at least a majority of the entire Board
of Directors of the Corporation, have expressly approved the Business
Transaction by at least a two-thirds vote of such Continuing Directors, or (ii)
all of the following conditions are satisfied: (A) The Business Transaction is a merger or consolidation
and the cash or fair market value of property, securities or other
consideration to be received per share by holders of Common
Stock of the Corporation (other than such Related Person) in
the Business Transaction is at least equal in value to such
Related Persons Highest Purchase Price; 2




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(B) After such Related Person has become the
Beneficial Owner of not less than ten percent (10%) of the
Voting Stock of the Corporation and prior to the consummation
of such Business Transaction, such Related Person shall not
have become the Beneficial Owner of any additional shares of
Voting Stock or securities convertible into Voting Stock, except
(i) as part of the transaction which resulted in such Related
Person becoming the Beneficial Owner of not less than ten
percent (10%) of the Voting Stock or (ii) as a result of a pro rata
stock dividend or stock split; and (C) Prior to the consummation of such Business
Transaction, such Related Person shall not have, directly
or indirectly, (i) received the benefit (except proportionately
as a shareholder) of any loans, advances, guarantees, pledges,
or other financial assistance or tax credits provided by the
Corporation or any of its subsidiaries, or (ii) caused any material
change in the Corporations business or equity capital structure,
including the issuance of shares of capital stock of the
Corporation to any third party. For The Purposes of This Article (i) The term Business Transaction shall mean (a) any merger or
consolidation involving the Corporation or a subsidiary of the Corporation, (b)
any sale, lease, exchange, transfer or other disposition (in one transaction or
a series of transactions), including without limitation a mortgage or any other
security device, of all or any Substantial Part of the assets either of the
Corporation or of a subsidiary of a Corporation, (c) any sale, lease, exchange,
transfer or other disposition of all or any Substantial Part of the assets of
an entity to the Corporation or a subsidiary of the Corporation, (d) the
issuance, sale, exchange, transfer or other disposition by the Corporation or a
subsidiary of the Corporation of any Corporation, (e) any recapitalization or
reclassification of the Corporations securities (including, without
limitation, any reverse stock split) or other transaction that would have the
effect of increasing the voting power of a Related Person, (f) any liquidation,
spin-off, split-up, or dissolution of the Corporation, and (g) any agreement,

contract or other arrangement providing for any of the transactions described
in this definition of Business Transaction. (ii) The term Related Person shall (a) mean and include any individual,
corporation, partnership, group, association or other person or entity which,
together with its Affiliates and the Associates, is the Beneficial Owner of not
less than ten percent (10%) of the voting stock of the Corporation (x) at the
time the definitive agreement providing for the Business Transaction (including
any amendment thereof) was entered into, 3




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(y) at the time a resolution approving
the Business Transaction was adopted by the Board of Directors of the
Corporation, or (z) as of the record date for the determination of Shareholders
entitled to notice of and to vote on, or consent to, the Business Transaction,
and (b) shall mean and include any Affiliate or Associate of any such
individual, corporation, partnership, group, association or other person or
entity; provided however, and notwithstanding anything in the foregoing to the
contrary, the term Related Person shall not include the Corporation, a wholly
owned subsidiary of the Corporation, or any trustee of, or fiduciary with
respect to, any such plan when acting in such capacity. (iii) The term Beneficial Owner shall be defined by reference to Rule
13d-3 under the Securities Exchange Act of 1934, as in effect on March 1, 1984;
provided, however, and without limitation, any individual, corporation,
partnership, group, association or other person or entity which has the right
to acquire any Voting Stock at any time in the future, whether such right is
contingent or absolute, pursuant to any agreement, arrangement or understanding
upon exercise of the rights, warrants or options, or otherwise, shall be
beneficial owner of such Voting Stock. (iv) The term Highest Purchase Price shall mean the highest amount of
consideration paid by such Related Person for a share of Common Stock of the
Corporation within two years prior to the date of such Related Person became
the Beneficial Owner of not less than ten percent (10%) of the Voting Stock;
and if such stock is not listed on any principle exchange, the highest closing
bid quotation with respect to a share of stock during the 30 day period
preceding the date in question  or if no quotations are available, the fair
market value on the date in question of a share of such stock as determined by
the Board in good faith. (v) The term Voting Stock shall mean all outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors, considered for the purpose of this Article as one class; provided
however, that if the Corporation has shares of Voting Stock entitled to more or
less than one vote for any such share, each reference to a proportion of shares
of Voting Stock shall be deemed to refer to such proportion of the votes
entitled to be cast by such shares. (vi) The term Continuing Director shall mean a director who either was
a member of the Board of Directors of the Corporation prior to the time such
Related Person became a Related Person or who subsequently became a director of
the Corporation and whose election, or nomination for election by the
Corporations 4




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shareholders, was approved by a vote of at least three-quarters
or the Continuing Directors then of Board. (vii) For purposes of this Article Seventh, a director, in determining
what he or she reasonably believes to be in the best interests of the
Corporation, shall consider the interests of the Corporations shareholders and
in his or her discretion, may consider any of the following: (1) The interest of the Corporations employees, suppliers, creditors and
customers; (2) The economy of the state and nation; (3) Community and societal considerations; (4) The long-term as well as short-term interests of the Corporation and
its shareholders, including the possibility that these interests may be best
served by the continued independence of the Corporation. EIGHTH. The Corporation shall have the power to indemnify its present and
past directors, officers, employees and agents, and such other persons as it
shall have other powers to indemnify, to the full extent permitted under, and
subject to the limitations of, Title 17 of the Ohio Revised Code. The corporation may, upon the affirmative vote of a majority of its Board
of Directors, purchase insurance for the purpose of indemnifying its directors,
officers, employees and agents to the extent that such indemnification is
allowed in the preceding paragraph. NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in its articles of incorporation, in the manner
now or hereafter prescribed by Sections 1701.01 et seq. of the Revised Code of
Ohio, and all rights conferred upon shareholders herein are granted subject to
this reservation. TENTH. These Amended Articles of Incorporation take the place of and
supersede the existing Articles of Incorporation as theretofore amended. ELEVENTH. No holder of shares of the corporation of any class, as such,
shall have any preemptive right to purchase or subscribe for shares of the
corporation, of any class, or other securities of the corporation, of any
class, whether now or hereafter authorized. IN WITNESS WHEREOF, we have hereunto subscribed our names this 27th day of
April, 1995. 5