Exhibit
3.2





ARTICLES
OF AMENDMENT


OF


ARTICLES
OF ORGANIZATION


OF


CNB
FINANCIAL CORP.





(Pursuant
to MA General Laws, Chapter 156D)





CNB Financial Corp., a corporation
organized and existing under and by virtue of the General Laws of the
Commonwealth of Massachusetts, does hereby certify:





First:That
resolutions of the Board of Directors of said corporation were duly adopted
setting forth the proposed amendment of the Articles of Organization of said
corporation, declaring such amendment to be advisable.  The
resolutions setting forth the proposed amendment are as follows:





NOW, THEREFORE, BE IT RESOLVED,that the following amendment, which


shall
replace Article III of the Company’s Articles of Organization in its entirety,
is


hereby
approved and declared advisable by the Board of Directors:





The total number of shares and par
value of each class of shares that the Corporation is authorized to issue is as
follows:





Without
      Par Value
                                          
                                          With
      Par ValueType
                                          
                                          Number
      of Shares
                                          
                                          Type
                                          
                                          Number
      of Shares
                                          
                                          Par
      ValueCommon
                                          
                                          10,000,000
                                          
                                          $1.00Preferred
                                          
                                          1,000,000
                                          
                                          $1.00





;
and





BE IT FURTHER RESOLVED,that
the following amendment, which shall replace Article IV of the Company’s
Articles of Organization in its entirety, is hereby approved and declared
advisable by the Board of Directors:





Section
4.1Preferred
Stock.The Board of Directors is authorized, subject to
limitations prescribed by law and the provisions of this Article IV, to provide
for the issuance of shares of Preferred Stock with or without series, and, by
filing a certificate pursuant to the applicable law of The Commonwealth of
Massachusetts (the “Certificate of Designation”), to establish from time to time
the number of shares to be included in each such series and to fix the
designation, preferences, voting powers, qualifications and special or relative
rights or privileges of the shares of each such series.  If at any
time the Board of Directors shall have established and designated one or more
series of Preferred Stock consisting of a number of shares less than the total
number of authorized shares of Preferred Stock, the remaining authorized shares
of Preferred Stock shall be deemed to be shares of an undesignated series of
Preferred Stock until designated by the Board of Directors as being a part of a
series previously established or a new series then being established by the
Board of Directors.  Notwithstanding the fixing of the number of
shares constituting a particular series, the Board of Directors may at any time
thereafter authorize the issuance of additional shares of the same series except
as set forth in the Certificate of Designation.  The authority of the
Board of Directors with respect to each series shall include, but not be limited
to, determination of one or more of the following:





(a)
            The
      number of shares constituting that series, which number may be increased
      or decreased (but not below the number of shares of such series than
      outstanding) from time to time by the Board of Directors, and distinctive
      designation of that series;





(b)
            Whether
      any dividend shall be paid on shares of that series, and, if so, the
      dividend rate on the shares of that series; whether dividends shall be
      cumulative and, if so, from which date or dates, and the relative rights
      of priority, if any, of payment of dividends on shares of that
      series;





(c)
            Whether
      shares of that series shall have voting rights in addition to the voting
      rights provided by law and if so, the terms of such voting
      rights;










(d)
            Whether
      shares of that series shall be convertible into shares of common stock or
      another security and, if so, the terms and conditions of such conversion,
      including provisions for adjustment of the conversion rate in such events
      as the Board of Directors shall
determine;





(e)
            Whether
      shares of that series shall be redeemable and, if so, the terms and
      conditions of such redemption, including the date or dates upon or after
      which they shall be redeemable and the amount per share payable in case of
      redemption, which amount may vary under different conditions and at
      different redemption dates; and whether that series shall have a sinking
      fund for the redemption or purchase of shares of that series and, if so,
      the terms and amount of such sinking
fund;





(f)
            Whether,
      in the event of purchase or redemption of the shares of that series, any
      shares of that series shall be restored to the status of authorized but
      unissued shares or shall have such other status as shall be set forth in
      the Certificate of Designation;





(g)
            The
      rights of the shares of that series in the event of the sale, conveyance,
      exchange or transfer of all or substantially all of the property and
      assets of the Corporation, or the merger or consolidation of the
      Corporation into or with any other corporation or entity, or the merger of
      any other corporation or entity into it, or the voluntary or involuntary
      liquidation, dissolution or winding up of the Corporation, and the
      relative rights of priority, if any, of shares of that series to payment
      in any such event;





(h)
            The
      price of other consideration for which the shares of such series shall be
      issued;





(i)
            Whether
      shares of that series shall carry any preemptive right in or preemptive
      right to subscribe to any additional shares of Preferred Stock or any
      shares of any other class of stock which may at any time be authorized or
      issued, or any bonds, debentures or other securities convertible into
      shares of stock of any class of the Corporation, or options or warrants
      carrying rights to purchase such shares of securities;
  and





(j)
            Any
      other designations, preferences, voting powers, qualifications, and
      special or relative rights or privileges of the shares of that
      series.





Except as specifically provided in
these Articles, the holders of Preferred Stock shall not be entitled to any vote
and shall not have any voting rights concerning the designation or issuance of
any shares of Preferred Stock authorized by and complying with
the  conditions of these Articles, and subject to the authority of the
Board of Directors or any authorized committee hereof as set forth above, the
right to any such vote is expressly waived by all present and future holders of
the capital stock of the Corporation.





Second:That,
thereafter, pursuant to resolutions adopted by the corporation’s Board of
Directors, the stockholders of said corporation approved the amendment at a duly
called special meeting of stockholders.





Third:That the
aforesaid amendment was duly adopted in accordance with the applicable
provisions of Chapter 180, Section 7 of the General Laws of the Commonwealth of
Massachusetts.








IN
WITNESS WHEREOF, said CNB Financial Corp. has caused these Articles of Amendment
to be signed this 5th day of
February, 2009.








CNB
      FINANCIAL CORP.By:
                  /s/ Charles R. ValadeCharles
      R. ValadePresident
      and Chief Executive Officer