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Exhibit 3.2 National Bancshares Corporation
Code of Regulations ARTICLE I OFFICES Section 1. The principal office shall be in the City of Orrville, County
of Wayne, State of Ohio. Section 2. The corporation may also have offices at such other places as
the board of directors may from time to time determine or the business of the
corporation may require. ARTICLE II SHAREHOLDERS MEETINGS Section 1. Meetings of the shareholders shall be in the City of Orrville,
County of Wayne, State of Ohio. Section 2. An annual meeting of the shareholders, commencing with the
year 1987, shall be held on the 4th Thursday in the month of April in each year
if not a legal holiday, and, if a legal holiday, then on the next day following
at 2:00 P.M., when they shall elect by a plurality vote a board of directors,
and transact such other business as may properly be brought before the meeting. Section 3. Written notice stating the time, place and purpose of a
meeting of the shareholders shall be given either by personal delivery or by
mail not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each shareholder of record entitled to notice of the meeting by
or at the direction of the president or a vice president or the secretary or an
assistant secretary. If mailed, such notice shall be addressed to the
shareholder at his address as it appears on the records of the corporation.
Notice of adjournment of a meeting need not be given if the time and place to
which it is adjourned are fixed and announced at such meeting. Section 4. Meetings of the shareholders may be called by the president or
a vice president, or the directors by action at a meeting, or a majority of the
directors acting without a meeting or by the secretary of the corporation upon
the order of the board of directors, or by the persons who hold fifty percent
of all the shares outstanding and entitled to vote thereat. Upon the request
in writing delivered either in person or by registered mail to the president or
secretary by any persons entitled to call a meeting of the shareholders, such
officer shall forthwith 1




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cause notice to be given to the shareholders entitled thereto. If such request
be refused, then the persons making such request may call a meeting by giving

notice in the manner provided in these regulations. In the event a meeting is
called by persons who hold fifty percent of all the shares outstanding and
entitled to vote thereat, such persons shall provide the corporation with
written notice of such meeting and the nature of the business to be addressed
at such meeting (at least 10 days prior to the meeting). Section 5. Business transacted at any special meeting of shareholders
shall be confined to the purposes stated in the notice. Section 6. Upon request of any shareholders at any meeting of
shareholders, there shall be produced at such meeting an alphabetically
arranged list, or classified lists, of the shareholders of record as of the
record date of such meeting, who are entitled to vote, showing their respective
addresses and the number and class of shares held by each. Such list or lists
when certified by the officer or agent in charge of the transfers of shares
shall be prima-facie evidence of the facts shown therein. Section 7. The holders of a majority of the shares issued and outstanding
having voting power, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of shareholders for the
transaction of business, except that at any meeting of shareholders called to
take any action which is authorized or regulated by statute, in order to
constitute a quorum, there shall be present in person or represented by proxy
the holders of record of shares entitling them to exercise the voting power
required by statute, the articles of incorporation, or these regulations, to
authorize or take the action proposed or stated in the notice of the meeting.
If, however, such quorum shall not be present or represented at any meeting of
the shareholders, the shareholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. 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. Section 8. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the stock having voting power, present in
person or represented by proxy, shall decide any questions brought before such
meeting, unless the question is one upon which, by express provision of the
statutes or of the articles of incorporation or of these regulations, a
different vote is required, in which case such express provision 2




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shall govern and control the decision of such question. Section 9. At every meeting of shareholders, each outstanding share
having voting power shall entitle the holder thereof to one vote on each matter
properly submitted to the shareholders, subject to the provisions with respect
to cumulative voting set forth in this section. If notice in writing is given
by any shareholder to the president, a vice president or the secretary, not
less than forty-eight hours before the time fixed for holding a meeting of the
shareholders for the purpose of electing directors if notice of such meeting
shall have been given at least ten days prior thereto, and otherwise not less
than twenty-four hours before such time, that he desires that the voting at
such election shall be cumulative, and if an announcement of the giving of such
notice is made upon the convening of the meeting by the chairman or secretary
or by or on behalf of the shareholder giving such notice, each shareholder
shall have the right to cumulate such voting power as he possesses and to give
one candidate as many votes as the number of directors to be elected multiplied
by the number of his votes equals, or to distribute his votes on the same
principle among two or more candidates, as he sees fit. A shareholder shall be
entitled to vote even though his shares have not been fully paid, but shares
upon which an installment of the purchase price is overdue and unpaid shall not
be voted. Section 10. A person who is entitled to attend a shareholders meeting,
to vote thereat, or to execute consents, waivers, or releases, may be
represented at such meeting or vote thereat, and execute consents, waivers, and
releases, and exercise any of his other rights, by proxy or proxies appointed
by a writing signed by such person. A telegram or cablegram appearing to have
been transmitted by such person, or a photographic, photostatic, or equivalent
reproduction of a writing, appointing a proxy is sufficient writing. No
appointment of a proxy shall be valid after the expiration of eleven months
after it is made unless the writing specifies the date on which it is to expire
or the length of time it is to continue in force. Section 11. Unless the articles or these regulations prohibit the
authorization or taking of any action of the shareholders without a meeting,
any action which may be authorized or taken at a meeting of the shareholders
may be authorized or taken without a meeting with the affirmative vote or
approval of, and in a writing or writings signed by all the shareholders who
would be entitled to notice of a meeting of the shareholders held for such
purpose, which writing or writings shall be filed with or entered upon the
records of the corporation. 3




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ARTICLE III DIRECTORS Section 1. The election of directors shall take place at the annual
meeting of stockholders, or at a special meeting called for that purpose.
Directors shall be elected for one term and shall continue in office until
their successors are elected and qualified. The number of members of the Board
of Directors shall be fixed at eleven (11). Section 2. The directors shall be divided into three classes: Class I,
Class II, and Class III. Such classes shall be as nearly equal in number as
possible. The term of office of the initial Class I Directors shall expire at
the annual meeting of shareholders in 1987, the term of office of the initial
Class II directors shall expire at the annual meeting of shareholders in 1988,
and the term of office of the initial Class III directors shall expire at the
annual meeting of shareholders in 1989, or thereafter in each case when their
respective successors are elected and have qualified. At each annual election
held after classification of directors, the directors chosen to succeed those
whose terms then expire shall be identified as being of the same class as the
directors they succeed and shall be elected for a term expiring at the third
succeeding annual meeting or thereafter when their respective successors in
each case are elected and have qualified. If the number of directors is
changed, any increase or decrease in directors shall be apportioned among the
classes so as to maintain all classes as nearly equal in number as possible,
and any additional director elected to any class shall hold office for a term
which shall coincide with the terms of such class. Upon the effectiveness of
this provision, the Board of Directors is authorized to take such steps as are
necessary to implement these provisions. Section 3. For their own government the directors may adopt by-laws not
inconsistent with the articles of incorporation or these regulations. Section 4. The directors may hold their meeting, and keep the books of
the corporation, outside the State of Ohio, at such places as they may from
time to time determine but, if no transfer agent is appointed to act for the
corporation in Ohio, it shall keep an office in Ohio at which shares shall be
transferable and at which it shall keep books in which shall be recorded the
names and addresses of all shareholders and all transfers of shares. COMMITTEES Section 5. The directors may at any time elect three or more of their
number as an executive 4




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committee or other committees, which shall, in the interval between meetings of
the board of directors, exercise such powers and perform such duties as may
from time to time be prescribed by the board of directors. Any such committee
shall be subject at all times to the control and direction of the board of
directors. Unless otherwise ordered by the board of directors, any such
committee may act by a majority of its members at a meeting or by a writing or
writings signed by all its members. An act or authorization of an act by any
such committee within the authority delegated to it shall be as effective for
all purposes as the act or authorization of the board of directors. Section 6. The committee shall keep regular minutes of their proceedings
and report the same to the board when required. COMPENSATION OF DIRECTORS Section 7. Directors, as such, shall not receive any stated salary for
their services but, by resolution of the board, a fixed sum, and expenses of
attendance if any, may be allowed for attendance at each regular or special
meeting of the board; provided that nothing herein contained shall be construed
to preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Section 8. Members of the executive committee or other committees may be
allowed like compensation for attending committee meetings. MEETINGS OF THE BOARD Section 9. The first meeting of each newly elected board shall be held at
such time and place, either within or without the State of Ohio, as shall be
fixed by the vote of the shareholders at the annual meeting, of which two days
notice shall be delivered personally or sent by mail or telegram to each newly
elected director. Such meeting may be held at any place or time as may be
fixed by the consent in writing of all the directors, given either before or
after the meeting. Section 10. Regular meetings of the board may be held at such time and
place, either within or without the State of Ohio, as shall be determined by
the board. Section 11. Special meetings of the board may be called by the president,
any vice president, or by two directors on two days notice to each director,
either delivered personally or sent by mail, telegram or cablegram. The notice
need not specify the purposes of the meeting. Section 12. At all meetings of the board a majority of directors shall be
necessary and sufficient to 5




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constitute a quorum for the transaction of business, and the act of a majority
of the directors present at any meeting at which there is a quorum shall be the
act of the board of directors, except as may be otherwise specifically provided
by statute or by the articles of incorporation or by these regulations. If a
quorum shall not be present at any meeting of directors, the directors present
at any meeting thereat may adjourn the meeting from time to time, until a
quorum shall be present. Notice of adjournment of a meeting need not be given
to absent directors if the time and place are fixed at the meeting adjourned. Section 13. Unless the articles or these regulations prohibit the
authorization or taking of any action of the directors without a meeting, any
action which may be authorized or taken at a meeting of the directors may be
authorized or taken without a meeting with the affirmative vote or approval of,
and in a writing or writings signed by all the directors, which writing or
writings shall be filed with or entered upon the records of the corporation. REMOVAL OF DIRECTORS Section 14. All the directors, or all the directors of a particular
class, if any, or any individual director may be removed from office, without
assigning any cause, by the vote of the holders of a majority of the voting
power entitling them to elect directors in place of those to be removed,
provided that unless all the directors, or all the directors of a particular
class, if any, are removed, no individual director shall be removed in case the
votes of a sufficient number of shares are cast against his removal which, is
cumulatively voted at an election of all the directors, or all the directors of
a particular class, if any, as the case may be, would be sufficient to elect at
least one director. In case of any such removal, a new director may be elected
at the same meeting for the unexpired term of each director removed. Failure
to elect a director to fill the unexpired term of any director removed shall be
deemed to create a vacancy in the board. ARTICLE IV NOTICES Section 1. Notices to directors and shareholders shall be in writing and
delivered personally or mailed to the directors or shareholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors and shareholders may also be given by telegram or telephone. 6




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Section 2. Notice of the time, place and purposes of any meeting of
shareholders or directors as the case may be, whether required by law, the
articles of incorporation or these regulations, may be waived in writing,
either before or after the holding of such meeting, by any shareholder, or by
any director, which writing shall be filed with or entered upon the records of
the meeting. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the
directors and shall be a president, a vice president, a secretary and a
treasurer. The board of directors may also choose additional vice presidents,
and one or more assistant secretaries and assistant treasurers. Any two or
more of such offices except the offices of president and vice president, may be
held by the same person, but no officer shall execute, acknowledge or verify
any instrument in more than one capacity if such instrument is required by law
or by these regulations to be executed, acknowledged or verified by any two or
more officers. Section 2. The board of directors at its first meeting after each annual
meeting of shareholders shall choose a president, a vice president, a secretary
and a treasurer, none of whom need be a member of the board. Section 3. The board may appoint such other officers and agents as it
shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time
to time by the board. Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the whole board of directors. If the office
of any officer or officers becomes vacant for any reason, the vacancy shall be
filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the
corporation; he shall preside at all meetings of the shareholders and
directors, shall be ex officio a member of the executive committee or any other 7




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committee, shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the board are
carried into effect. Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation. THE VICE PRESIDENTS Section 8. The vice presidents in the order of their seniority, unless
otherwise determined by the board of directors, shall, in the absence or
disability of the president, perform the duties and exercise the powers of the
president. They shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARIES Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings
of the meetings of the corporation and of the board of directors in a book to
be kept for that purpose and shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the board of directors,
and shall perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he shall be. He shall keep in
safe custody the seal of the corporation and, when authorized by the board of
directors, affix the same to any instrument requiring it and, when so affixed,
it shall be attested by his signature or by the signature of the treasurer or
an assistant secretary. Section 10. The assistant secretaries in the order of their seniority
unless otherwise determined by the board of directors, shall, in the absence or
disability of the secretary, perform the duties and exercise the powers of the
secretary. They shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall 8




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deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors. Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation. Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the board of directors
for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the corporation. Section 14. The assistant treasurers in the order of their seniority,
unless otherwise determined by the board of directors, shall, in the absence or
disability of the treasurer, perform the duties and exercise the powers of the
treasurer. They shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe. ARTICLE VI CERTIFICATES OF STOCK Section 1. Each holder of shares is entitled to one or more certificates,
signed by the president or a vice president and by the secretary, an assistant
secretary, the treasurer, or an assistant treasurer of the corporation, which
shall certify the number and class of shares held by him in the corporation.
Every certificate shall state that the corporation is organized under the laws
of Ohio, the name of the person to whom the shares represented by the
certificate are issued, the number of shares represented by the certificate,
and the par value of each share represented by it or that the shares are
without par value, and if the shares are classified, the designation of the
class, and the series, if any, of the shares represented by the certificate.
There shall also be stated on the face or back of the certificate the express
terms, if any, of the shares represented by the certificate and of the other
class or classes and series of shares, if any, which the corporation is
authorized to issue, or a summary of such express terms, or that the
corporation will mail to the shareholder a copy of such express terms without
charge within five days after receipt of 9




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written request therefor, or that a copy of such express terms is attached to
and by reference made a part of such certificate and that the corporation will
mail to the shareholder a copy of such express terms without charge within five
days after receipt of written request therefor if the copy has become detached
from the certificate. Section 2. In case of any restriction on transferability of shares or
reservation of lien thereon, the certificate representing such shares shall set
forth on the face or back thereof the statements required by the General
Corporation Law of Ohio to make such restrictions or reservations effective. Section 3. Where a certificate is countersigned by an incorporated
transfer agent or registrar, the signature of any of the officers specified in
Section 1 of this article may be facsimile, engraved, stamped, or printed.
Although any officer of the corporation, whose manual or facsimile signature
has been placed upon such certificate, ceases to be such officer before the
certificate is delivered, such certificate nevertheless shall be effective in
all respects when delivered. LOST CERTIFICATES Section 4. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or 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 or destroyed. TRANSFERS OF STOCK Section 5. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books. Section 6. For any lawful purpose, including without limitation, (1) the
determination of the 10




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shareholders who are entitled to receive notice of or to vote at a meeting of
shareholders; (2) receive payment of any dividend or distribution; (3) receive
or exercise rights of purchase of or subscription for, or exchange or
conversion of, shares or other securities, subject to contract rights with
respect thereto; or (4) participate in the execution of written consents,
waivers, or releases, the directors may fix a record date which shall not be a
date earlier than the date on which the record date is fixed and, in the cases
provided for in clauses (1), (2) and (3) above, shall not be more than sixty
days, preceding the date of the meeting of the shareholders, or the date fixed
for the payment of any dividend or distribution, or the date fixed for the
receipt or the exercise of rights, as the case may be. Section 7. If a meeting of the shareholders is called by persons entitled
to call the same, or action is taken by shareholders without a meeting, and if
the directors fail or refuse, within such time as the persons calling such
meeting or initiating such other action may request, to fix a record date for
the purpose of determining the shareholders entitled to receive notice of or
vote at such meeting, or to participate in the execution of written consents,
waivers, or releases, then the persons calling such meeting or initiating such
other action may fix a record date for such purposes, subject to the
limitations set forth in Section 6 of this article. Section 8. The record date for the purpose of clause (1) of Section 6 of
this article shall continue to be the record date for all adjournments of such
meeting, unless the directors or the persons who shall have fixed the original
record date shall, subject to the limitations set forth in Section 6 of this
article, fix another date, and in case a new record date is so fixed, notice
thereof and of the date to which the meeting shall have been adjourned shall be
given to shareholders of record as of said date in accordance with the same
requirements as those applying to a meeting newly called. Section 9. The directors may close the share transfer books against
transfers of shares during the whole or any part of the period provided for in
Section 6 of this article, including the date of the meeting of the
shareholders and the period ending with the date, if any, to which adjourned.
If no record date is fixed therefor, the record date for determining the
shareholders who are entitled to receive notice of, or who are entitled to vote
at, a meeting of shareholders, shall be the date next preceding the day on
which notice is given, or the date next preceding the day on which the meeting
is held, as the case may be. Section 10. The corporation shall be entitled to recognize the exclusive
rights of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be 11




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bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Ohio. ARTICLE VII GENERAL PROVISIONS DIVIDENDS Section 1. The board of directors may declare and the corporation may pay
dividends and distributions on its outstanding shares in cash, property, or its
own shares pursuant to law and subject to the provisions of its articles of
incorporation. Section 2. Before payment of any dividend or distribution, there may be
set aside out of any funds of the corporation available for dividends or
distributions such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve fund to meet contingencies, or
for equalizing dividends or distributions, or for repairing or maintaining any
property of the corporation, or for such other purposes as the directors shall
think conducive to the interests of the corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. At the annual meeting of shareholders, or the meeting held in
lieu of it, the corporation shall prepare and lay before the shareholders a
financial statement consisting of: A balance sheet containing a summary of the
assets, liabilities, stated capital, if any, and surplus (showing separately
any capital surplus arising from unrealized appreciation of assets, other
capital surplus, and earned surplus) of the corporation as of a date not more
than four months before such meeting; if such meeting is an adjourned meeting,
the balance sheet may be as of the date of the meeting as originally convened;
and a statement of profit and loss and surplus, including a summary of profits,
dividends or distributions paid, and other changes in the surplus accounts of
the corporation for the period commencing with the date marking the end of the
period for which the last preceding statement of profit and loss required under
this section was made and ending with the date of the balance sheet, or in the
case of the first statement of profit and loss, from the incorporation of the
corporation to the date of the balance sheet. The financial statement shall have appended to it a certificate signed by
the president or a vice 12




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president or the treasurer or an assistant treasurer or by a public accountant
or a firm of public accountants to the effect that the financial statement
presents fairly the position of the corporation and the results of its
operations in conformity with generally accepted accounting principles applied
on a basis consistent for the period covered thereby, or to the effect that the
financial statements have been prepared on the basis of accounting practices
and principles that are reasonable in the circumstances. Section 4. Upon the written request of any shareholder made within sixty
days after notice of any such meeting has been given, the corporation, not
later than the fifth day after receiving such request or the fifth day before
such meeting, whichever is the later date, shall mail to such shareholder a
copy of such financial statement. CHECKS Section 5. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers as the board of directors may from
time to time designate. FISCAL YEAR Section 6. The fiscal year of the corporation shall be fixed by
resolution of the board of directors. SEAL Section 7. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words Corporate Seal,
Ohio. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced. 13




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ARTICLE VIII AMENDMENTS Section 1. These regulations may be amended or new regulations adopted by
the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power on such proposal, at any regular meeting of the
shareholders, or at any special meeting of the shareholders if notice of the
proposal to amend or add to the regulations be contained in the notice of the
meeting, or, without a meeting, by the written consent of the holders of record
of shares entitling them to exercise a majority of the voting power on such
proposal. Section 2. Notwithstanding Section 1 of Article VII hereof, Sections 1, 2
and 4 of Article II of these regulations may be amended or new regulations in
their place may be adopted by the affirmative vote of the holders of shares
entitling them to exercise eighty percent (80%) of the voting power on such
proposal, at any regular meeting of the shareholders, or at any special meeting
of the shareholders if notice of the proposal to amend or replace be contained
in the notice of the meeting, or without a meeting, by the written consent of
the holders of record of shares entitling them to exercise eighty percent (80%)
of the voting power, unless such amendment or new regulations are proposed by
the corporations board of directors. 14