Exhibit 3.1AMENDED AND RESTATEDARTICLES OF INCORPORATIONOFWESTERN RESERVE BANCORP, INC.(Effective 5/4/07)*****     THE UNDERSIGNED, under Sections 1701.01 et seq. of the Revised Code of Ohio, do herebycertify:     FIRST: The name of said Corporation shall be:Western Reserve Bancorp, Inc.     SECOND: The place in the State of Ohio where its principal office is to be located is Medina,in Medina 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 Sections1701.01 to 1701.98 inclusive of the Ohio Revised Code.     FOURTH: The authorized number of shares of the Corporation is One Million Five HundredThousand (1,500,000), all of which shall be common shares without par value.     FIFTH: The following provisions are hereby agreed to for the purpose of defining, limiting andregulating the exercise of the authority of the Corporation, or of the Directors, or of all of theshareholders:     The Board of Directors is expressly authorized to set apart, out of any of the funds of theCorporation available for dividends, a reserve or reserves for any proper purpose or to abolish anysuch reserve in the manner in which it was created, and to purchase on behalf of the Corporationany shares issued by it to the extent permitted under Sections 1701.01 et seq. of the Revised Codeof Ohio.     The Corporation may in its regulations confer powers upon its Board of Directors in additionto the powers and authorities conferred upon it expressly by Sections 1701.01 et seq. of theRevised Code of Ohio.
1

 
     Any meeting of the shareholders or the Board of Directors may be held at any place within orwithout the State of Ohio in the manner provided for in the regulations of the Corporation.     Subject to Article SIXTH, any amendments to the Articles of Incorporation may be made fromtime to time, and any proposal or proposition requiring the action of shareholders may beauthorized from time to time by the affirmative vote of the holders of shares entitling them toexercise a majority of the voting power of the Corporation.     SIXTH: FAIR PRICE AND SUPER VOTE REQUIREMENT     A. Definitions as used in this Article Sixth          (1) “Affiliate” or “Associate” shall have the respective meanings given to such terms in Rule12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934.          (2) A person shall be a “beneficial owner” of any Voting Stock:               (i) which such person or any of its Affiliates or Associates beneficially owns, directly orindirectly; or               (ii) which such person or any of its Affiliates or Associates has by itself or with others(a) the right to acquire (whether such right is exercisable immediately or only after the passageof time), pursuant to any agreement, arrangement or understanding or upon the exercise ofconversion rights, exchange rights, warrants or options, or otherwise, or (b) the right to votepursuant to any agreement, arrangement or understanding; or               (iii) which is beneficially owned, directly or indirectly, by any other person with whichsuch person or any of its Affiliates or Associates has any agreement, arrangement or understandingfor the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.          (3) “Business Combination” shall include:               (i) any merger or consolidation of the Corporation or any of its subsidiaries with or into anInterested Shareholder, regardless of which person is the surviving entity;               (ii) any sale, lease, exchange, mortgage, pledge, or other disposition (in one transaction ora series of transactions) from the Corporation or any of its subsidiaries to an InterestedShareholder, or from an Interested Shareholder to the Corporation or any of its subsidiaries, ofassets
2

 
having an aggregate Fair Market Value of twenty percent (20%) or more of the Corporation’s totalstockholders’ equity;               (iii) the issuance, sale or other transfer by the Corporation or any subsidiary thereof ofany securities of the Corporation or any subsidiary thereof to an Interested Shareholder (otherthan an issuance or transfer of securities which is effected on a pro rata basis to allshareholders of the Corporation);               (iv) the acquisition by the Corporation or any of its subsidiaries of any securities of anInterested Shareholder;               (v) the adoption of any plan or proposal for the liquidation or dissolution of theCorporation proposed by or on behalf of an Interested Shareholder;               (vi) any reclassification or recapitalization of securities of the Corporation if the effect,directly or indirectly, of such transaction is to increase the relative voting power of anInterested Shareholder; or               (vii) any agreement, contract or other arrangement providing for or resulting in any of thetransactions described in this definition of Business Combination.          (4) “Continuing Director” shall mean any member of the Board of Directors of the Corporationwho is unaffiliated with the Interested Shareholder and was a member of the Board of Directorsprior to the time that the Interested Shareholder became an Interested Shareholder; any successorof a Continuing Director who is unaffiliated with the Interested Shareholder and is approved tosucceed a Continuing Director by the Continuing Directors; any member of the Board of Directors whois appointed to fill a vacancy on the Board of Directors who is unaffiliated with the InterestedShareholder and is approved by the Continuing Directors.
3

 
          (5) “Fair Market Value” shall mean:               (i) in the case of securities listed on a national securities exchange or quoted in theNational Association of Securities Dealers Automated Quotations System (or any successor thereof),the highest sales price or bid quotation, as the case may be, reported for securities of the sameclass or series traded on a national securities exchange or in the over-the-counter market duringthe 30-day period immediately prior to the date in question, or if no such report or quotation isavailable, the fair market value as determined by the Continuing Directors; and               (ii) in the case of other securities and of other property or consideration (other thancash), the Fair Market Value as determined by the Continuing Directors;provided, however, in the event the power and authority of the Continuing Directors ceases andterminates pursuant to Subdivision F of this Article SIXTH as a result of there being less thanfive Continuing Directors at any time, then (a) for purposes of clause (ii) of the definition of“Business Combination,” any sale, lease, exchange, mortgage, pledge, or other disposition of assetsfrom the Corporation or any of its subsidiaries to an Interested Shareholder or from an InterestedShareholder to the Corporation or any of its subsidiaries, regardless of the Fair Market Valuethereof, shall constitute a Business Combination, and (b) for purposes of paragraph 1 ofSubdivision D of this Article SIXTH, in determining the amount of consideration received or to bereceived per share by the Independent Shareholders in a Business Combination, there shall beexcluded all consideration other than cash and the Fair Market Value of securities listed on anational securities exchange or quoted in the National Association of Securities Dealers AutomatedQuotations System (or any successor thereof) for which there is a reported sales price or bidquotation, as the case may be, during the 30-day period immediately prior to the date in question.          (6) “Independent Shareholder” shall mean shareholders of the Corporation other than theInterested Shareholder engaged in or proposing the Business Combination.          (7) “Interested Shareholder” shall mean: (a) any person (other than the Corporation or any ofits subsidiaries), and (b) the Affiliates and Associates of such person, who, or which together,are:
4

 
               (i) the beneficial owner, directly or indirectly, of 10% or more of the outstanding VotingStock or were within the two-year period immediately prior to the date in question the beneficialowner, directly or indirectly, of 10% or more of the then outstanding Voting Stock; or               (ii) an assignee of or other person who has succeeded to any shares of the Voting Stock whichwere at any time within the two-year period immediately prior to the date in question beneficiallyowned by an Interested Shareholder, if such assignment or succession shall have occurred in thecourse of a transaction or series of transactions not involving a public offering within themeaning of the Securities Act of 1933.     Notwithstanding the foregoing, no Trust Department, or designated fiduciary or other trusteeof such Trust Department of the Corporation or a subsidiary of the Corporation, or other similarfiduciary capacity of the Corporation with direct voting control of the outstanding Voting Stockshall be included or considered as an Interested Shareholder. Further, no profit-sharing, employeestock ownership, employee stock purchase and savings, employee pension, or other employee benefitplan of the Corporation or any of it subsidiaries, and no trustee of any such plan in its capacityas such trustee, shall be included or considered as an Interested Shareholder.          (8) A “Person” shall mean an individual, partnership, trust, corporation, or other entity andincludes any two or more of the foregoing acting in concert.          (9) “Voting Stock” shall mean all outstanding shares of capital stock of the Corporationentitled to vote generally in the election of directors of the Corporation.     B. Supermajority Vote to Effect Business Combination. No Business Combination shallbe effected or consummated unless:          (1) Authorized and approved by the Continuing Directors and, if otherwise required by law toauthorize or approve the transaction, the approval or authorization of shareholders of theCorporation, by the affirmative vote of the holders of such number of shares as is mandated by theOhio Revised Code; or          (2) Authorized and approved by the affirmative vote of holders of not less than 75% of theoutstanding Voting Stock voting together as a single class.
5

 
     The authorization and approval required by this Subdivision B is in addition to anyauthorization and approval required by Subdivision C of this Article SIXTH.     C. Fair Price Required to Effect Business Combination. No Business Combination shallbe effected or consummated unless:          (1) All the conditions and requirements set forth in Subdivision D of this Article SIXTH havebeen satisfied; or          (2) Authorized and approved by the Continuing Directors; or          (3) Authorized and approved by the affirmative vote of holders of not less than 66 2/3% of theoutstanding Voting Stock held by all Independent Shareholders voting together as a single class.          Any authorization and approval required by this Subdivision C is in addition to anyauthorization and approval required by Subdivision B of this Article SIXTH.     D. Conditions and Requirements to Fair Price. All the following conditions andrequirements must be satisfied in order for clause (1) of Subdivision C of this Article SIXTH to beapplicable.          (1) The cash and Fair Market Value of the property, securities or other consideration to bereceived by the Independent Shareholders in the Business Combination per share for each class orseries of capital stock of the Corporation must not be less than the sum of:               (i) the highest per share price (including brokerage commissions, transfer taxes, solicitingdealer’s fees and similar payments) paid by the Interested Shareholder in acquiring any shares ofsuch class or series, respectively, and, in the case of Preferred Stock, if greater, the amount ofthe per share redemption price; and               (ii) the amount, if any, by which interest on the per share price, calculated at the TreasuryBill Rate from time to time in effect, from the date the Interested Shareholder first became anInterested Shareholder until the Business Combination has been consummated, exceeds the per shareamount of cash dividends received by the Independent Shareholders during such period. The“Treasury Bill Rate” means for each calendar quarter, or part thereof, the interest rate of the last
6

 
auction in the preceding calendar of 91-day United States Treasury Bills expressed as a bond equivalentyield.     For purposes of this paragraph (1) per share amounts shall be appropriately adjusted for anyrecapitalization, reclassification, stock dividend, stock split, reverse split, or other similartransaction. Any Business Combination which does not result in the Independent Shareholdersreceiving consideration for or in respect of their shares of capital stock of the Corporation shallnot be treated as complying with the requirements of this paragraph (1).          (2) The form of the consideration to be received by the Independent Shareholders owning theCorporation’s shares must be the same as was previously paid by the Interested Shareholder(s) forshares of the same class or series; provided, however, if the Interested Shareholder previouslypaid for shares of such class or series with different forms of consideration, the form of theconsideration to be received by the Independent Shareholders owning shares of such class or seriesmust be in the form as was previously paid by the Interested Shareholder in acquiring the largestnumber of shares of such class or series previously acquired by the Interested Shareholder,provided, further, in the event no shares of the same class or series had been previously acquiredby the Interested Shareholder, the form of consideration must be cash. The provisions of thisparagraph (2) are not intended to diminish the aggregate amount of cash and Fair Market Value ofany other consideration that any holder of the Corporation’s shares is otherwise entitled toreceive upon the liquidation or dissolution of the Corporation, under the terms of any contractwith the Corporation or an Interested Shareholder, or otherwise.          (3) From the date the Interested Shareholder first became an Interested Shareholder until theBusiness Combination has been consummated, the following requirements must be complied with unlessthe Continuing Directors otherwise approve:               (i) the Interested Shareholder has not received, directly or indirectly, the benefit (exceptproportionately as a shareholder) of any loan, advance, guaranty, pledge, or other financialassistance, tax credit or deduction, or other benefit from the Corporation or any of itssubsidiaries;
7

 
               (ii) there shall have been no failure to declare and pay in full, when and as due orscheduled, any dividends required to be paid on any class or series of the Corporation’s shares;               (iii) there shall have been (a) no reduction in the annual rate of dividends paid on CommonShares of the Corporation (except as necessary to reflect any split of such shares), and (b) anincrease in the annual rate of dividends as necessary to reflect reclassification (including areverse split), recapitalization or any similar transaction which has the effect of reducing thenumber of outstanding Common Shares; and               (iv) there shall have been no amendment or other modification to any profit-sharing, employeestock ownership; employee stock purchase and savings, employee pension or other employee benefitplan of the Corporation or any of its subsidiaries, the effect of which is to change in any mannerthe provisions governing the voting of any shares of capital stock of the Corporation in or coveredby such plan.          (4) A proxy or information statement describing the Business Combination and complying withthe requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulationsunder it (or any subsequent provisions replacing that Act and the rules and regulations under it)has been mailed at least 30 days prior to the completion of the Business Combination to the holdersof all outstanding Voting Stock. If deemed advisable by the Continuing Directors, the proxy orinformation statement shall contain a recommendation by the Continuing Directors as to theadvisability (or inadvisability) of the Business Combination and/or an opinion by an investmentbanking firm, selected by the Continuing Directors and retained at the expense of the Corporation,as to the fairness (or unfairness) of the Business Combination to the Independent Shareholders.     E. Other Applicable Voting Requirement. The affirmative votes or approvals requiredto be received from shareholders of the Corporation under Subdivisions B, C and H of this ArticleSIXTH are in addition to the vote of the holders of any class of shares of capital stock of theCorporation otherwise required by law, or by other provisions of these Articles of Incorporation,or by the express terms of the shares of such class. The affirmative votes or approvals requiredto be received from shareholders of the Corporation under Subdivisions B, C and H of this ArticleSIXTH
8

 
shall apply even though no vote or a lesser percentage vote, may be required by law, or by other provisions of theseArticles of Incorporation, or otherwise. Any authorization, approval or other action of theContinuing Directors under this Article SIXTH is in addition to any required authorization,approval or other action of the Board of Directors.     F. Continuing Directors. All actions required or permitted to be taken by theContinuing Directors shall be taken with or without a meeting by the vote or written consent oftwo-thirds of the Continuing Directors, regardless of whether the Continuing Directors constitute aquorum of the members of the Board of Directors then in office. In the event that the number ofContinuing Directors is at any time less than five, all power and authority of the ContinuingDirectors under this Article SIXTH shall thereupon cease and terminate, including, withoutlimitation, the authority of the Continuing Directors to authorize and approve a BusinessCombination under Subdivisions B and C of this Article SIXTH and to approve a successor ContinuingDirector. Two-thirds of the Continuing Directors shall have the power and duty, consistent withtheir fiduciary obligations, to determine for the purpose of this Article SIXTH, on the basis ofinformation known to them:          (1) Whether any person is an Interested Shareholder;          (2) Whether any person is an Affiliate or Associate of another;          (3) Whether any person has an agreement, arrangement, or understanding with another or isacting in concert with another; and          (4) The Fair Market Value of property, securities or other consideration (other than cash).     The good faith determination of the Continuing Directors on such matters shall be binding andconclusive for purposes of this Article SIXTH.     G. Effect on Fiduciary Obligations of Interested Shareholders. Nothing contained inthis Article SIXTH shall be construed to relieve any Interested Shareholder from any fiduciaryobligations imposed by law.     H. Repeal. Notwithstanding any other provisions of these Articles of Incorporation(and notwithstanding the fact that a lesser percentage vote may be required by law or otherprovision of
9

 
these Articles of Incorporation), the provisions of this Article SIXTH may not be repealed,amended, supplemented or otherwise modified, unless:          (1) The Continuing Directors (or, if there is no Interested Shareholder, a majority vote ofthe whole Board of Directors of the Corporation) recommend such repeal, amendment, supplement ormodification and such repeal, amendment or modification is approved by the affirmative vote of theholders of not less than a simple majority of the outstanding Voting Stock; or          (2) Such repeal, amendment, supplement or modification is approved by the affirmative vote ofholders of (a) not less than 75% of the outstanding Voting Stock voting together as a single class,and (b) not less than 66 2/3% of the outstanding Voting Stock held by all shareholders other thanInterested Shareholders voting together as a single class.     I. Further Considerations to Effect Business Combination. No Business Combinationshall be effected or consummated unless, in addition to the consideration set forth in SubdivisionsB, C, D and E of this Article SIXTH, the Board of Directors of the Corporation, including theContinuing Directors shall consider all of the following factors and any other factors which it(they) deem relevant:          (1) The Social and economic effects of the transaction on the Corporation and itssubsidiaries, employees, depositors, loan and other customers, creditors and other elements of thecommunities in which the Corporation and its subsidiaries operate or are located;          (2) The business and financial conditions and earnings prospects of the InterestedShareholder, including, but not limited to, debt service and other existing or likely financialobligations of the Interested Shareholder, and the possible effect on other elements of thecommunities in which the Corporation and its subsidiaries operate or are located, and          (3) The competence, experience and integrity of the Interested Shareholder and his (its) ortheir management.     SEVENTH: Shareholders of the Corporation shall have no preemptive right to purchase shareswhen issued by the Corporation. Shareholders shall not have the right to cumulate their shares invoting for the election of Directors of the Corporation.
10

 
     EIGHTH: The Corporation shall indemnify its present and past Directors, officers, employeesand agents, and such other persons as it shall have powers to indemnify, to the full extentpermitted under, and subject to the limitations of, Title 17 of the Ohio Revised Code.Additionally, and subject to the limitations set forth below, the Corporation shall indemnify itspresent and past Directors for personal liability for monetary damages resulting from breach oftheir fiduciary duty as Directors. Notwithstanding the above, no indemnification for personalliability shall be provided for: (i) any breach of the Directors’ duty of loyalty to theCorporation or its stockholder; (ii) acts or omissions not in good faith or which involveintentional misconduct or a knowing violation of law; (iii) illegal distribution of dividends; and(iv) any transaction from which the Director derived an improper personal benefit.
11