**Exhibit 3.1****Greenville Federal Financial Corporation****Federal Stock Subsidiary Holding Company Charter****Section 1**. *Corporate title*. The full corporate title of the MHC subsidiary holding company isGreenville Federal Financial Corporation (the “Company”).**Section 2**. *Domicile*. The domicile of the Company shall be in the City of Greenville, in the Stateof Ohio.**Section 3**. *Duration*. The duration of the Company is perpetual.**Section 4**. *Purpose and powers*. The purpose of the Company is to pursue any or all of the lawfulobjectives of a federal mutual holding company chartered under section 10(o) of the Home Owners’Loan Act, 12 U.S.C. 1467a(o), and to exercise all of the express, implied, and incidental powersconferred thereby and by all acts amendatory thereof and supplemental thereto, subject to theConstitution and laws of the United States as they are now in effect, or as they may hereafter beamended, and subject to all lawful and applicable rules, regulations, and orders of the Office ofThrift Supervision (“Office”).**Section 5**. *Capital stock*. The total number of shares of all classes of capital stock that theCompany has the authority to issue is 9,000,000, of which 8,000,000 shall be common stock of parvalue of $.01 per share and of which 1,000,000 shall be preferred shares par value of $.01 pershare. The shares may be issued from time to time as authorized by the board of directors withoutfurther approval of shareholders, except as otherwise provided in this Section 5 or to the extentthat such approval is required by governing law, rule, or regulation. The consideration for theissuance of the shares shall be paid in full before their issuance and shall not be less than thepar value. Neither promissory notes nor future services shall constitute payment or part paymentfor the issuance of shares of the Company. The consideration for the shares shall be cash,tangible or intangible property (to the extent direct investment in such property would bepermitted), labor, or services actually performed for the Company, or any combination of theforegoing. In the absence of actual fraud in the transaction, the value of such property, labor,or services, as determined by the board of directors of the Company, shall be conclusive. Uponpayment of such consideration, such shares shall be deemed to be fully paid and nonassessable. Inthe case of a stock dividend, that part of the retained earnings of the Company that is transferredto common stock or paid-in capital accounts upon the issuance of shares as a stock dividend shallbe deemed to be the consideration for their issuance.Except for shares issued in the initial organization of the Company, no shares of capital stock(including shares issuable upon conversion, exchange, or exercise of other securities) shall beissued, directly or indirectly, to officers, directors, or controlling persons of the Company(except for shares issued to Greenville Federal MHC (“MHC”)) other than as part of a general publicoffering or as qualifying shares to a director, unless their issuance or the plan under which theywould be issued has been approved by a majority of the total votes eligible to be cast at a legalmeeting.
 

 
Nothing contained in this Section 5 (or in any supplementary sections hereto) shall entitle theholders of any class of a series of capital stock to vote as a separate class or series or to morethan one vote per share. Each holder of shares of common stock shall be entitled to one vote foreach share held by such holder, and there shall be no right to cumulate votes in an election ofdirectors; provided, that this restriction on voting separately by class or series shall not apply:(i) To any provision that would authorize the holders of preferred stock, voting as a class orseries, to elect some members of the board of directors, less than a majority thereof, in the eventof default in the payment of dividends on any class or series of preferred stock;(ii) To any provision that would require the holders of preferred stock, voting as a class orseries, to approve the merger or consolidation of the Company with another corporation or the sale,lease, or conveyance (other than by mortgage or pledge) of properties or business in exchange forsecurities of a corporation other than the Company if the preferred stock is exchanged forsecurities of such other corporation; provided, that no provision may require such approval fortransactions undertaken with the assistance or pursuant to the direction of the Office or theFederal Deposit Insurance Corporation; or(iii) To any amendment that would adversely change the specific terms of any class or series ofcapital stock as set forth in this Section 5 (or in any supplementary sections hereto), includingany amendment that would create or enlarge any class or series ranking prior thereto in rights andpreferences. An amendment that increases the number of authorized shares of any class or series ofcapital stock, or substitutes the surviving company in a merger or consolidation for the Company,shall not be considered to be such an adverse change.A description of the different classes and series (if any) of the Company’s capital stock and astatement of the designations, and the relative rights, preferences, and limitations of the sharesof each class of and series (if any) of capital stock, are as follows:*A. Common stock*. Except as provided in this Section 5 (or in any supplementary sections thereto),the holders of the common stock shall exclusively possess all voting power. Each holder of sharesof common stock shall be entitled to one vote for each share held by such holder, and there shallbe no right to cumulate votes in an election of directorsWhenever there shall have been paid, or declared and set aside for payment, to the holders of theoutstanding shares of any class of stock having preference over the common stock as to the paymentof dividends, the full amount of dividends and of sinking fund, retirement fund, or otherretirement payments, if any, to which such holders are respectively entitled in preference to thecommon stock, then dividends may be paid on the common stock and on any class or series of stockentitled to participate therewith as to dividends out of any assets legally available for thepayment of dividends.In the event of any liquidation, dissolution, or winding up of the Company, the holders of thecommon stock (and the holders of any class or series of stock entitled to participate with thecommon stock in the distribution of assets) shall be entitled to receive, in cash or in kind, theassets of the Company available for distribution remaining after: (i) payment or provision forpayment of the Company’s debts and liabilities; (ii) distributions or provision for distributionsin settlement of its liquidation account; and (iii) distributions or provision for distributions to
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holders of any class or series of stock having preference over the common stock in the liquidation,dissolution, or winding up of the Company. Each share of common stock shall have the same relativerights as and be identical in all respects with all the other shares of common stock.*B. Preferred stock*. The Company may provide in supplementary sections to its charter for one ormore classes of preferred stock, which shall be separately identified. The shares of any class maybe divided into and issued in series, with each series separately designated so as to distinguishthe shares thereof from the shares of all other series and classes. The terms of each series shallbe set forth in a supplementary section to the charter. All shares of the same class shall beidentical except as to the following relative rights and preferences, as to which there may bevariations between different series:(a) The distinctive serial designation and the number of shares constituting such series;(b) The dividend rate or the amount of dividends to be paid on the shares of such series, whetherdividends shall be cumulative and, if so, from which date(s), the payment date(s) for dividends,and the participating or other special rights, if any, with respect to dividends;(c) The voting powers, full or limited, if any, of shares of such series;(d) Whether the shares of such series shall be redeemable and, if so, the price(s) at which, andthe terms and conditions on which, such shares may be redeemed;(e) The amount(s) payable upon the shares of such series in the event of voluntary or involuntaryliquidation, dissolution, or winding up of the Company;(f) Whether the shares of such series shall be entitled to the benefit of a sinking or retirementfund to be applied to the purchase or redemption of such shares, and if so entitled, the amount ofsuch fund and the manner of its application, including the price(s) at which such shares may beredeemed or purchased through the application of such fund;(g) Whether the shares of such series shall be convertible into, or exchangeable for, shares of anyother class or classes of stock of the Company and, if so, the conversion price(s) or the rate(s)of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made,and any other terms and conditions of such conversion or exchange.(h) The price or other consideration for which the shares of such series shall be issued; and(i) Whether the shares of such series which are redeemed or converted shall have the status ofauthorized but unissued shares of serial preferred stock and whether such shares may be reissued asshares of the same or any other series of serial preferred stock.Each share of each series of serial preferred stock shall have the same relative rights as and beidentical in all respects with all the other shares of the same series.The board of directors shall have authority to divide, by the adoption of supplementary chartersections, any authorized class of preferred stock into series, and, within the limitations setforth in this section and the remainder of this charter, fix and determine the relative rights andpreferences of the shares of any series so established.
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Prior to the issuance of any preferred shares of a series established by a supplementary chartersection adopted by the board of directors, the Company shall file with the Secretary to the Officea dated copy of that supplementary section of this charter established and designating the seriesand fixing and determining the relative rights and preferences thereof.**Section 6**. *Preemptive rights*. Holders of the capital stock of the Company shall not be entitledto preemptive rights with respect to any shares of the Company which may be issued.**Section 7**. *Directors*. The Company shall be under the direction of a board of directors. Theauthorized number of directors, as stated in the Company’s bylaws, shall not be fewer than five normore than fifteen, except when a greater or lesser number is approved by the Director of theOffice, or his or her delegate.**Section 8.***Certain Provisions Applicable for Five Years.*Notwithstanding anything contained inthe Company’s charter or bylaws to the contrary, for a period of five years from the date of theorganization of Greenville Savings and Loan Association in capital stock form, the followingprovisions shall apply:*A. Beneficial Ownership Limitation.*No person other than the parent mutual holding company shalldirectly or indirectly offer to acquire or acquire the beneficial ownership of more than 10 percentof any class of an equity security of the Company. This limitation shall not apply to atransaction in which the Company forms a holding company without change in the respectivebeneficial ownership interests of its stockholders other than pursuant to the exercise of anydissenter and appraisal rights, the purchase of shares by underwriters in connection with a publicoffering, or the purchase of shares by a tax-qualified employee stock benefit plan that is exemptfrom the approval requirements under §574.3(c)(1)(vi) of the Office’s regulations.In the event shares are acquired in violation of this section 8, all shares beneficially owned byany person in excess of 10% shall be considered “excess shares” and shall not be counted as sharesentitled to vote and shall not be voted by any person or counted as voting shares in connectionwith any matters submitted to the stockholders for a vote.For purposes of this section 8, the following definitions apply:(1) The term “person” includes an individual, a group acting in concert, a corporation, apartnership, an association, a joint stock company, a trust, an unincorporated organization orsimilar company, a syndicate or any other group formed for the purpose of acquiring, holding ordisposing of the equity securities of the Company.(2) The term “offer” includes every offer to buy or otherwise acquire, solicitation of an offer tosell, tender offer for, or request or invitation for tenders of, a security or interest in asecurity for value.(3) The term “acquire” includes every type of acquisition, whether effected by purchase, exchange,operation of law or otherwise.
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(4) The term “acting in concert” means (a) knowing participation in a joint activity or consciousparallel action towards a common goal whether or not pursuant to an express agreement, or (b) acombination or pooling of voting or other interests in the securities of an issuer for a commonpurpose pursuant to any contract, understanding, relationship, agreement or other arrangements,whether written or otherwise.*B. Call for Special Meetings.*Special meetings of stockholders relating to changes in control ofthe Company or amendments to its charter shall be called only upon direction of the board ofdirectors.**Section 9**. *Amendment of charter*. Except as provided in Section 5, no amendment, addition,alteration, change or repeal of this charter shall be made, unless such is proposed by the board ofdirectors of the Company, approved by the shareholders by a majority of the votes eligible to becast at a legal meeting, unless a higher vote is otherwise required, and approved or preapproved bythe Office.     Attest: /s/ Susan J. Allread         Secretary of the Subsidiary Holding Company       By: /s/ David M. Kepler         President or Chief Executive Officer of the Subsidiary Holding Company       Attest: /s/ Nadine Y. Washington         Secretary of the Office of Thrift Supervision       By: /s/ John M. Reich         Director of the Office of Thrift Supervision  Effective Date: November 10, 2005
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