This is to Certify that the annexed copy has been compared by me with the record on file in this
Department and that the same is a true copy thereof.
 This certificate is in due form, made by me as the proper officer, and is entitled to have full
faith and credit given it in every court and office within the United States.
 In testimony whereof, I have hereunto set my hand,
in the City of Lansing, this 3rd day of May, 2006-s- Andrew L. Metcalf
 , DirectorBureau of Commercial Services (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL




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RECEIVED
    
    FILEDB74E#7461 1217 DRG & FI $2510.00DEC 1 1987
    
    DEC 16 1987MICHIGAN DEPT. OF COMMERCE
    
    Administrator
MICHIGAN DEPT. OF COMMERCE
Corporation & Securities Bureau
 FENTURA BANCORP, INC.
   ARTICLE I
  ARTICLE II
  ARTICLE III
    ARTICLE IV
 Section 1
 
 (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL




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Section 2
 
 Section 3
  ARTICLE V
  
 ARTICLE VI
  (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL
 -2-




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ARTICLE VII
  (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL
 -3-




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ARTICLE VIII
 Section 1
  (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL
 -4-




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Section 2
  (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL
 -5-




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(SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL
 -6-




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(SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL
 -7-




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Section 3.
 Section 4.
 Section 5.
 ARTICLE IX
  (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL
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ARTICLE X
  (a)
    
    A breach of the directors duty of loyalty to the Corporation or its shareholders.(b)
    
    Acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law.(c)
    
    A violation of Section 551(1) of the Business Corporation Act of the State of
Michigan, as amended.(d)
    
    A transaction from which the director derived an improper personal benefit.(e)
    
    Acts or omissions occurring before the date that these Articles of Incorporation
become effective upon filing with the appropriate agency of the State of Michigan.
  /s/ Robert L. ColeRobert L. Cole 
 (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL
 -9-




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DOCUMENT WILL BE RETURNED TO NAME AND MAILING
ADDRESS INDICATED IN THE BOX BELOW.
 Melinda K. Johnson
Miller, Canfield, Paddock & Stone
    
    
    
    Name of person or organization
remitting fees:1400 N. Woodward, P.O. Box 2014
Bloomfield Hills, MI 48303-2014Preparers name and business
telephone number:(               )
 (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL




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MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION SECURITIES AND LAND DEVELOPMENT BUREAUDate Received
    
    ADJUSTED TO AGREE
WITH BUREAU RECORDS
    
    (FOR BUREAU USE ONLY)MAR 25 1997
    
    ADJUSTED TO AGREE
WITH BUREAU RECORDS
    
    
    
    FILEDMAR 26 1997Administrator
MI DEPARTMENT OF CONSUMER & INDUSTRY
SERVICES CORPORATION, SECURITIES & LAND
DEVELOPMENT BUREAUDavid D. Warner
Jaffe, Raitt, Heuer & Weiss,P.C.1 Woodward Ave Ste 2400
Detroit, MI 48226-3418EFFECTIVE DATE:
 G Document will be returned to the name and address you enter above G
 CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
 For use by Domestic Profit and Nonprofit Corporations
 Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162,
Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following
Certificate:
 1.
    
    The present name of the
corporation is: Fentura
Bancorp, Inc.2.
    
    The identification number assigned
by the Bureau is: 403  5663.
    
    The location of the registered office is:One Fenton Square, Fenton, Michigan 484300725
  4.
    
    Article III of the Articles of Incorporation is hereby amended to read as follows:
 Article III
 (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL




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5.
    
    (For amendments adopted by unanimous consent of incorporators before the first meeting of
the board of directors or trustees.)The foregoing amendment to the Articles of Incorporation was duly adopted on the 
day of , 19___, in accordance with the provisions of the Act by the unanimous
consent of the incorporator(s) before the first meeting of the Board of Directors or Trustees.
 
 (Signature)
    
    (Signature)(Type or Print Name)
    
    (Type or Print Name)(Signature)
    
    (Signature)(Type or Print Name)
    
    (Type or Print Name)
  6.
    
    (For profit corporations, and for nonprofit corporations whose articles state the corporation
is organized on a stock or membership basis.)The foregoing amendment to the Articles of Incorporation was duly adopted on the 19th day of
March, 1997 by the shareholders is a profit corporation, or by the shareholders or members if
a nonprofit corporation (check one of the following)
 þ
    
    at a meeting. The necessary votes were cast in favor of the
amendment.o
    
    by written consent of the shareholders or members having not less than
the minimum number of votes required by statute in accordance with
Section 407(1) and (2) of the Act if a nonprofit corporation, or
Section 407(1) of the Act if a profit corporation. Written notice to
shareholders or members who have not consented in writing has been
given. (Note: Written consent by less than all of the shareholders or
members is permitted only if such provision appears in the Articles of
Incorporation.)o
    
    by written consent of all the shareholders of members entitled to vote
in accordance with Section 407(3) of the Act if a nonprofit
corporation, or Section 407(2) of the Act if a profit corporation.
 Signed this 20th day of March,
1997By:
    /s/ Donald L. Grill(Signature of President,
Vice-President, Chairperson or Vice-Chairperson) Donald L. Grill, President (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL




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Michigan Department of Consumer and Industry Services
 Filing Endorsement
 This is to Certify that the CERTIFICATE OF AMENDMENT  CORPORATION
 for
 FENTURA BANCORP, INC.
 ID NUMBER: 403566
 received by facsimile transmission on May 8, 2000 is hereby endorsed
 Filed on May 9, 2000 by the Administrator.
 The document is effective on the date filed, unless a subsequent effective date within 90 days
after received date is stated in the document.
 In testimony whereof, I have hereunto set my hand and
affixed the Seal of the Department, in the City of
Lansing, this 9th day of May, 2000.(-s- Illegible) ,
DirectorCorporation, Securities and Land Development Bureau
 (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL




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MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAUDate Received
    
    (FOR BUREAU USE ONLY)This document is effective on the date
filed, unless a subsequent effective
date within 90 days after received date
is stated in the document. NameDavid D. WarnerAddressOne Woodward Avenue, Suite 2400City
    
    State
    
    Zip CodeDetroit,
    
    MI
    
    48226-3418
    
    EFFECTIVE DATE:
 Ç È
 
 Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162,
Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following
Certificate:
 1.
    
    The present name of the corporation is: Fentura Bancorp, Inc.2.
    
    The identification number assigned by the Bureau is: 403  5663.
    
    Article III of the Articles of Incorporation is hereby amended to read as follows:
 A RTICLE  III
 The aggregate number of shares of all classes of capital stock that the Corporation shall have
authority to issue is 5,000,000 shares of Common Stock (Common Stock), all of which will be of
the same class, with full voting rights and powers and all other rights and powers and no
qualifications, limitations or restrictions.
 (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL




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COMPLETE ONLY ONE OF THE FOLLOWING:
 4.
    
    (For amendments adopted by unanimous consent of incorporators before the first meeting of
the board of directors or trustees.)
 
 
 (Signature)
    
    (Signature)(Type or Print Name)
    
    (Type or Print Name)(Signature)
    
    (Signature)(Type or Print Name)
    
    (Type or Print Name)
 5.
    
    (For profit and nonprofit corporations whose Articles state the corporation is organized on a
stock or on a membership basis.)
  þ
    
    at a meeting the necessary votes were cast in favor of the amendment.o
    
    by written consent of the shareholders or members having not less than the minimum number of votes required by statute
in accordance with Section 407(1) and (2) of the Act if a nonprofit corporation, or Section 407(1) of the Act if a
profit corporation. Written notice to shareholders or members who have not consented in writing has been given. (Note:
Written consent by less than all of the shareholders or members is permitted only if such provision appears in the
Articles of Incorporation.)o
    
    by written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if
a nonprofit corporation, or Section 407(2) of the Act if a profit corporation.o
    
    by the board of a profit corporation pursuant to section 611(2).
 Profit Corporations
    
    
    
    Nonprofit CorporationsSigned this 28th day of April 2000
    
    
    
    Signed this ____ day of  19 ____By
    
    /s/ Donald L. Grill
    
    
    
    By(Signature of an authorized officer or agent)
    
    
    
    
    
    (Signature of President, Vice-President,
Chairperson or Vice-Chairperson)Donald L. Grill, President(Type or Print Name)
    
    
    
    
    
    (Type or Print Name)     (Type or Print Title)
 (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL




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Michigan Department of Consumer and Industry Services
 Filing Endorsement
 This is to Certify that the CERTIFICATE OF AMENDMENT CORPORATION
 for
 FENTURA FINANCIAL, INC.
 ID NUMBER: 403566
 received by facsimile transmission on April 30, 2002 is hereby endorsed
 Filed on May 1, 2002 by the Administrator.
 The document is effective on the date filed, unless a
subsequent effective date within 90 days after
received date is stated in the document.
 In testimony whereof, I have hereunto set my  hand and affixed the Seal of the Department, in the
City of Lansing, this 1st day  of May, 2002.-s- Andrew L. Metcalf, DirectorBureau of Commercial Services (SEAL)GOLD
SEAL APPEARS ONLY ON ORIGINALSent by facsimile Transmission
(Illegible)




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MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICESDate Received
    
    (FOR BUREAU USE ONLY)This document is effective on the date
filed, unless a subsequent effective
date within 90 days after received date
is stated in the document. NameVARNUM, RIDDERING, SCHMIT & HOWETT LLPAddressP.O. BOX 352City
    
    State
    
    Zip CodeGRAND RAPIDS
    
    MI
    
    49501-0352
    
    EFFECTIVE DATE:
 Document will be returned to the name and address you enter above. If left blank document will be mailed to the registered office.
 CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For use by Domestic Profit and Nonprofit Corporations
 Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162,
Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following
Certificate:
 1.
    
    The present name of the corporation is: FENTURA BANCORP, INC.2.
    
    The identification number assigned by the Bureau is: 4035663.
    
    Article I of the Articles of Incorporation is hereby amended to read as follows:The name of the Corporation is Fentura Financial, Inc.
 (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL




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COMPLETE ONLY ONE OF THE FOLLOWING:
 4. (For amendments adopted by unanimous consent of
incorporators before the first meeting of the board of
directors or trustees.)
 
 
 (Signature)
    
    (Signature)(Type or Print Name)
    
    (Type or Print Name)(Signature)
    
    (Signature)(Type or Print Name)
    
    (Type or Print Name)
 5.
    
    (For profit and nonprofit corporations whose Articles state the corporation is organized on a
stock or on a membership basis.)
  þ
    
    at a meeting the necessary votes were cast in favor of the amendment.o
    
    by written consent of the shareholders or members having not less than the minimum number of votes required by statute
in accordance with Section 407 (1) and (2) of the Act if a nonprofit corporation, or Section 407(1) of the Act if a
profit corporation. Written notice to shareholders or members who have not consented in writing has been given. (Note:
Written consent by less than all of the shareholders or members is permitted only if such provision appears in the
Articles of Incorporation.)o
    
    by written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if
a nonprofit corporation, or Section 407(2) of the Act if a profit corporation.o
    
    by the board of a profit corporation pursuant to section 611(2).
 Profit Corporations
    
    
    
    
    
    Nonprofit and Professional Service CorporationsSigned this 24th day of APRIL, 2002
    
    
    
    
    
    Signed this  day of ,By
    
    /s/ Donald L. Grill
    
    
    
    By(Signature of an authorized officer or agent)
    
    
    
    
    
    (Signature of President, Vice-President, Chairperson
or Vice-Chairperson)DONALD L. GRILL, PRESIDENT(Type or Print Name)
    
    
    
    
    
    (Type or Print Name)        (Type or Print Title)
 (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL




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Michigan Department of Consumer and Industry Services
 Filing Endorsement
 This is to Certify that the MERGER DOCUMENT
 for
 FENTURA FINANCIAL, INC.
 ID NUMBER: 403566
 received by facsimile transmission on March 29, 2004 is hereby endorsed filed on April 2, 2004 by
the Administrator. The document is effective on the date filed, unless a subsequent effective date
within 90 days after received date is stated in the document.
 In testimony whereof, I have hereunto set myhand and affixed the Seal of the Department,in the City of Lansing, this 2nd dayof April, 2004.-s- Andrew L. Metcalf , DirectorBureau of Commercial Services(SEAL)GOLD SEAL APPEARS ONLY ON ORIGINALSent by Facsimile Transmission 04093




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MICHIGAN DEPARTMENT OF LABOR AND ECONOMIC GROWTH
BUREAU OF COMMERCIAL SERVICESDate Received
    (FOR BUREAU USE ONLY)This document is effective on the date filed, unless a subsequent
effective date within 90 days after received date is stated in the
document. NameMICHELE M. CARLSONAddress
    
    EFFECTIVE DATE:  Expiration date for new assumed names: December 31,  Expiration date for transferred assumed names appear in Item 6P.O. BOX 352City
    
    State
    
    Zip CodeGRAND RAPIDS
    
    MI
    
    49501-0352
 Document
will be returned to the name and address you enter above. If left
blank document will be mailed to the registered office.
 CERTIFICATE OF MERGER
For use by Parent and Subsidiary Profit Corporations
 Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned corporation executes
the following Certificate:
 1. a.
    
    The name of each constituent corporation and its
identification number is:Fentura Financial, Inc. 403566West Michigan Financial Corporation 428673
 b.
    
    The name of the surviving corporation and its identification number is:Fentura Financial, Inc. 403566
 c.
    
    For each subsidiary corporation, state:
 Number of outstanding
    
    Number of shares owned by theName of corporation
    
    shares in each class
    
    parent corporation in each classWest Michigan Financial Corporation
    
    1,000 Shares Common
    
    1,000 Shares Common$1.00 Par Value
    
    $1.00 Par Value
 (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL




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d.
    
    The manner and basis of converting the shares of each constituent corporation is as
follows: There will be no conversion of shares. On the Effective Date of Merger each share of common
stock of West Michigan Financial Corporation stock will be cancelled and each share of Fentura
Financial, Inc. stock will remain issued and outstanding.
 e.
    
    The amendments to the Articles or a Restatement of the Articles of Incorporation of the
surviving corporation to be effected by the merger are as follows:
There shall be no amendments to or restatement of the Articles of Incorporation of the
Surviving Corporation effected by the Plan of Merger.
 f.
    
    Other provisions with respect to the merger are as follows:NONE
 (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL




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2.
    
    This merger is permitted by the state or country under whose law it is Incorporated and each
foreign corporation has complied with that law in effecting the merger.3.
    
    (Delete if not applicable)
The consent to the merger by the shareholders of the subsidiary
corporation  was
obtained pursuant to its Articles
of Incorporation. (Such consent is necessary if the Articles of Incorporation require approval of the merger by the
vote of the holders of more than the percentage of the shares owned by the parent corporation.)4.
    
    (Delete if not applicable)
The consent to the merger by the shareholders of the parent
corporation was obtained (Such consent is necessary if its Articles
of Incorporation require shareholder approval of the merger, the plan
of merger amends its Articles of Incorporation, or a subsidiary is to be the surviving corporation.)5.
    
    (Complete only if an effective date is desired other than the
date of filing)
The merger shall be effective the  day of , .
 Signed this 22nd day of March, 2004Fentura Financial, Inc.(Name of parent corporation)By
    /s/ Donald L. Grill(Signature of an authorized officer or agent)Donald L. Grill, President(Type or Print Name)  (SEAL)GOLD SEAL APPEARS ONLY ON ORIGINAL




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Michigan Department of Labor & Economic Growth
 Filing Endorsement
 This is to Certify that the CERTIFICATE OF AMENDMENT  CORPORATION
 for
 FENTURA FINANCIAL, INC.
 ID NUMBER: 403566
 received by facsimile transmission on January 23, 2009 is hereby endorsed Filed on January 23, 2009 by the Administrator.
 The document is effective on the date filed, unless a subsequent effective date within 90 days
after received date is stated in the document.
 In testimony whereof, I have hereunto set my hand and affixed the Seal of the
Department, in the City of Lansing, this 23RD day of January, 2009.-s- Andrew L. Metcalf,DirectorBureau of Commercial Services (SEAL)Sent by Facsimile Transmission 09023




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MICHIGAN DEPARTMENT
OF LABOUR & ECONOMIC GROWTH
BUREAU OF COMMERCIAL SERVICESDate Received

(FOR BUREAU USE ONLY)This document is effective on the date
filed, unless a subsequent effective
date within 90 days after received date
is stated in the document. NameJoseph
B. Hemker, Esq., Howard & Howard Attorneys PLLCAddress151
8. Ross Street, Suite 800City
    
    State
    
    Zip CodeKalamazoo
    
    MI
    

49007
    

EFFECTIVE DATE:
 Ç Document
will be returned to the name and address you enter
above. È  If left blank document will be mailed to the registered office.
 CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For use by Domestic Profit and Nonprofit Corporations
 Pursuant
to the provisions of Act 284, Public Acts of 1972, (profit corporations), or Act 162,
Public Acts of 1982 (nonprofit corporations), undersigned corporation executes the following
Certificate:




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COMPLETE ONLY ONE OF THE FOLLOWING:
 4. Profit or Nonprofit Corporation: For amendments adopted by unanimous consent of Incorporators
before the first meeting of the board of directors or trustees.
 
 
 (Signature)
    
    (Signature)(Type or Print Name)
    
    (Type or Print Name)(Signature)
    
    (Signature)(Type or Print Name)
    
    (Type or Print Name)
 5. Profit Corporation Only: Shareholder or Board Approval
  þ
    
    shareholders at a meeting in accordance with Section 611(3) of the Act.o
    
    written consent of the shareholders having not less than the minimum
number of votes required by statute in accordance with Section 407(1) of the Act.
Written notice to shareholders who have not consented in writing has been given.
(Note: Written consent by less than all of the shareholders is permitted only if
such provision appears in the Articles of Incorporation.)o
    
    written consent of all the shareholders entitled to vote in accordance
with Section 407(2) of the Act.o
    
    board of a profit corporation pursuant to section 611(2) of the Act.
 Profit
Corporations and Professional Service CorporationsSigned this 23rd day of January, 2009By
    /s/ Donald L. Grill(Signature of an authorized officer
or agent) Donald L. Grill, President(Type or Print Name)




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EXHIBIT A
 FENTURA FINANCIAL, INC.
 AMENDMENT TO ARTICLES OF INCORPORATION
 ARTICLE III
  Preferred Stock
   (i)
    
    The distinctive designation and number of shares comprising such series, which
number may (except where otherwise provided by the board of directors in creating such
series) be increased or decreased (but not below the number of shares then outstanding)
from time to time by action of the board of directors;(ii)
    
    The rate of the dividends thereon and the relation which such dividends shall bear
to the dividends payable on any other class of capital stock or any other series of
preferred stock, the terms and conditions upon which and the periods in respect of which
dividends shall be payable, whether and upon what conditions such dividends shall be
cumulative and if cumulative, the date or dates from which dividends shall accumulate;(iii)
    
    The amount per share, if any, which the holders of preferred stock of such series
shall be entitled to receive, in addition to any dividends accrued and unpaid thereon,
(a) upon the redemption thereof, plus the premium payable upon redemption, if any; or (b)
upon the voluntary liquidation, dissolution or winding up of the Corporation; or (c) upon
the involuntary liquidation, dissolution or winding up of the Corporation;




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(iv)
    
    The conversion or exchange rights, if any, of such series, including without
limitation, the price or prices, rate or rates, provision for the adjustment thereof
(including provisions for protection against the dilution or impairment of such rights),
and all other terms and conditions upon which preferred stock constituting such series
may be convertible into, or exchangeable for shares of any other class or classes or
series;(v)
    
    Whether the shares of such series shall be redeemable, and, if redeemable, whether
redeemable for cash, property or rights, including securities of any other corporation,
at the option of either the holder or the Corporation or upon the happening of a
specified event, the limitations and restrictions with respect to such redemption, the
time or times when, the price or prices or rate or rates at which, the adjustments with
which and the manner in which such shares shall be redeemable, including the manner of
selecting shares of such series for redemption if less than all shares are to be
redeemed;(vi)
    
    Whether the shares of such series shall be subject to the operation of a purchase,
retirement, or sinking fund, and, if so, whether and upon what conditions such purchase,
retirement or sinking fund shall be cumulative or noncumulative, the extent to which and
the manner in which such fund shall be applied to the purchase or redemption of the
shares of such series for retirement or to other corporate purposes and the terms and
provisions relative to the operation thereof;(vii)
    
    The voting rights per share, if any, of each such series, and whether and under
what conditions the shares of such series (alone or together with the shares of one or
more other series) shall be entitled to vote separately as a single class, upon any
merger, share exchange or other transaction of the Corporation, or upon any other matter,
including (without limitation) the elections of one or more additional directors of the
Corporation in case of dividend arrearage or other specified events; and(viii)
    
    Whether the issuance of any additional shares of such series, or of any shares of any
other series shall be subject to restrictions of such series, as the board of directors
may deem advisable and as shall not be inconsistent with the provisions of these articles
of incorporation.
 Common Stock
  2