**Exhibit 3.2**

**BYLAWS**

**OF**

**FIRST PLACE BANK**

**ARTICLE I. HOME OFFICE**

The home office of First Place Bank (“Association”) is 185 East Market Street, Warren, Ohio 44481. 

**ARTICLE II. SHAREHOLDERS**

Section 1. Place ofMeetings. All annual and special meetings of shareholders shall be held at the home office of the Association or at such other place in the state in which the principal place of business of the Association is located as the board of directorsmay determine. 

Section 2. Annual Meeting. A meeting of the shareholders of the Association for the election of directors andfor the transaction of any other business of the Association shall be held annually within 120 days after the end of the Association’s fiscal year as the board of directors may determine. 

Section 3. Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by the regulationsof the Office of Thrift Supervision (“OTS”), may be called at any time by the chairman of the board, the president, or a majority of the board of directors, and shall be called by the chairman of the board, the president or the secretaryupon the written request of the holders of not less than one-tenth of all the outstanding capital stock of the Association entitled to vote at the meeting. Such written request shall state the purpose or purposes of the meeting and shall bedelivered at the home office of the Association addressed to the chairman of the board, the president or the secretary. 

Section 4.Conduct of Meetings. Annual and special meetings shall be conducted in accordance with the most current edition of Robert’s Rules of Order unless otherwise prescribed by regulations of the OTS or these bylaws. The board of directors shalldesignate, when present, either the chairman of the board or president to preside at such meetings. 

Section 5. Notice ofMeetings. Written notice stating the place, day and hour of the meeting and the purpose(s) for which the meeting is called shall be delivered not fewer than 10 nor more than 50 days before the date of the meeting, either personally or by mail,by or at the direction of the chairman of the board, the president, the secretary, or the directors calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered whendeposited in the mail, addressed to the shareholder at the address as it appears on the stock transfer books or records of the Association as of the record date prescribed in Section 6 of this Article II, with postage prepaid. When anyshareholders’ meeting, either annual or special, is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the time and place of anymeeting adjourned for less than 30 days or of the business to be transacted at the meeting, other than an announcement at the meeting at which such adjournment is taken. 

Section 6. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receivepayment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors shall fix in advance a date as the record date for any such determination of shareholders. Such date in any case shallbe not more than 60 days and, in case of a meeting of shareholders, not fewer than 10 days prior to the date on which the particular action requiring such determination of shareholders, is to be taken. When a determination of shareholders entitledto vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof. 

Section 7. Voting Lists. At least 20 days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for the shares of the Association shall make a complete list of the shareholdersof record entitled to vote at such meeting, or any adjournments thereof, arranged in alphabetical order, with the address and the number of shares held by each. This list of shareholders shall be kept on file at the home office of the Associationand shall be subject to inspection by any shareholder of record or the shareholder’s agent at any time during usual business hours, for a period of 20 days prior to such meeting. Such list shall also be produced and kept open at the time andplace of the meeting and shall be subject to the inspection by any shareholder or the shareholder’s agent during the entire time of the meeting. The original stock transfer book shall constitute prima facie evidence of the shareholders entitledto examine such list or transfer books or to vote at any meeting of shareholders. 

In lieu of making the shareholder list available for inspection by shareholders as provided in thepreceding paragraph, the board of directors may elect to follow the procedures prescribed in §552.6(d) of the OTS’s Regulations as now or hereafter in effect. 

Section 8. Quorum. A majority of the outstanding shares of the Association entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than amajority of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. 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. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enoughshareholders to constitute less than a quorum. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders (excluding theelection of directors), unless the vote of a greater number of shareholders voting together or voting by classes is required by law and except as otherwise provided in these bylaws. 

Section 9. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder orby a duly authorized attorney in fact. Proxies solicited on behalf of the management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the board of directors. No proxy shall be validmore than eleven months from the date of its execution except for a proxy coupled with an interest. 

Section 10. Voting of Sharesin the Name of Two or More Persons. When ownership stands in the name of two or more persons, in the absence of written directions to the Association to the contrary, at any meeting of the shareholders of the Association any one or more of suchshareholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose names shares of stock stand, the vote orvotes to which those persons are entitled shall be cast as directed by a majority of those holding such and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree. 

Section 11. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by any officer, agent orproxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him, eitherin person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer ofsuch shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer into his name if authority to do so iscontained in an appropriate order of the court or other public authority by which such receiver was appointed. 

A shareholder whose sharesare pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee and thereafter the pledgee shall be entitled to vote the shares so transferred. 

Neither treasury shares of its own stock held by the Association, nor shares held by another corporation, if a majority of the shares entitled to votefor the election of directors of such other corporation are held by the Association, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting. 

Section 12. Cumulative Voting. Except as otherwise provided in the Association’s charter, every shareholder entitled to vote at anelection for directors shall have the right to vote, in person or by proxy, the number of shares owned by the shareholder for as many persons as there are directors to be elected and for whose election the shareholder has a right to vote, or tocumulate the votes by giving one candidate as many votes as the number of such directors to be elected multiplied by the number of shares shall equal or by distributing such votes on the same principle among any number of candidates. 

Section 13. Inspectors of Election. In advance of any meeting of shareholders, the board of directors may appoint any persons other thannominees for office as inspectors of election to act at such meeting or any adjournment. The number 

of inspectors shall be either one or three. Any such appointment shall not be altered at the meeting. If inspectors ofelection are not so appointed, the chairman of the board or the president may, or on the request of not fewer than 10 percent of the votes represented at the meeting shall, make such appointment at the meetings. If appointed at the meeting, themajority of the votes present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the board ofdirectors in advance of the meeting, or at the meeting by the chairman of the board or the president. 

Unless otherwise prescribed byregulations of the OTS, the duties of such inspectors shall include: determining the number of shares and the voting power of each share, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect ofproxies, receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the rights to vote; counting and tabulating all votes or consents; determining the result; and such acts asmay be proper to conduct the election or vote with fairness to all shareholders. 

Section 14. Nominating Committee. The boardof directors shall act as a nominating committee for selecting the management nominees for election as directors. Except the case of a nominee substituted as a result of the death or other incapacity of a management nominee, the nominating committeeshall deliver written nominations to the secretary at least 20 days prior to the date of the annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Association. No nominations for directorsexcept those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by shareholders are made in writing and delivered to the secretary of the Association at least five days prior to the date of the annualmeeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Association. Ballots bearing the names of all persons nominated by the nominating committee and by shareholders shall be provided for use at theannual meeting. However, if the nominating committee shall fail or refuse to act at least 20 days prior to the annual meeting, nominations for directors may be made at the annual meeting by any shareholder entitled to vote and shall be voted upon.

Section 15. New Business. Any new business to be taken up at the annual meeting shall be stated in writing and filed with thesecretary of the Association at least 5 days before the date of the annual meeting, and all business so stated, proposed, and filed shall be considered at the annual meeting, but no other proposal shall be acted upon at the annual meeting. Anyshareholder may make any other proposal at the annual meeting and the same may be discussed and considered, but unless stated in writing and filed with the secretary at least 5 days before the meeting, such proposal shall be laid over for action atan adjourned, special, or annual meeting of the shareholders taking place 30 days or more thereafter. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors andcommittees; but in connection with such reports no new business shall be acted upon at such annual meeting unless stated and filed as herein provided. 

Section 16. Informal Action by Shareholders. Any action required to be taken at a meeting of shareholders, or any other action that may be taken at a meeting of the shareholders, may be taken without ameeting if consent in writing, setting forth the action so taken, has been given by all of the shareholders entitled to vote with respect to the subject matter. 

**ARTICLE III. BOARD OF DIRECTORS**

Section 1. General Powers and Duties. The business and affairs of theAssociation shall be under the direction of its board of directors. The board of directors shall annually elect a chairman of the board and a president from among its members and shall designate, when present, either the chairman of the board or thepresident to preside at its meetings. 

Section 2. Number and Term. The board of directors shall consist of thirteen(13) members and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected and qualified. One class shall be elected byballot annually. 

Section 3. Regular Meetings. A regular meeting of the board of directors shall be held without other noticethan this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, within the Association’s normal lending territory, for the holding ofadditional regular meetings without other notice than such resolution. 

Section 4. Qualification. Each director shall at alltimes be the beneficial owner of not less than 100 shares of capital stock of the Association, unless the Association is a wholly owned subsidiary of a holding company. 

Section 5. Special Meetings and Attendance by Conference Telephone. Special meetings of theboard of directors may be called by or at the request of the chairman of the board, the president or one-third of the directors. The persons authorized to call special meetings of the board of directors may fix any place, within theAssociation’s normal lending territory, as the place for holding any special meeting of the board of directors called by such persons. 

Members of the board of directors may participate in special meetings of the Board by means of conference telephone, or by means of similar communications equipment by which all persons participating in the meeting can hear each other. Suchparticipation shall constitute presence in person, but shall not constitute attendance for the purpose of compensation pursuant to Section 12 of this Article unless such participation is specifically requested by the Chairman or the ChiefExecutive Officer. 

Members of the board of directors may participate in regular and special committee meetings by means of conferencetelephone, or by means of similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person, but shall not constitute attendance for the purpose ofcompensation unless such participation is specifically requested by the committee chairman. 

Section 6. Notice of SpecialMeetings. Written notice of any special meeting shall be given to each director at least two days prior thereto when delivered personally or by telegram, or at least five days prior thereto when delivered by mail at the address at which thedirector is most likely to be reached. Such notice shall be deemed to be delivered when deposited in the mail so addressed, with postage prepaid if mailed, or when delivered to the telegraph company if sent by telegram. Any director may waive noticeof any meeting by a writing filed with the secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction ofany business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting. 

Section 7. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for thetransaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be givenin the same manner as prescribed by Section 6 of this Article III. 

Section 8. Manner of Acting. The act of the majorityof the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is prescribed by regulation of the OTS. 

Section 9. Action Without a Meeting. Any action required or permitted to be taken by the board of directors at a meeting may be taken withouta meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors. 

Section 10.Resignation. Any director may resign at any time by sending a written notice of such resignation to the home office of the Association addressed to the chairman of the board or president. Unless otherwise specified such resignation shall takeeffect upon receipt by the chairman of the board or president. More than three consecutive absences from regular meetings of the board of directors, unless excused by resolution of the board of directors, shall automatically constitute aresignation, effective when such resignation is accepted by the board of directors. 

Section 11. Vacancies. Any vacancyoccurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected to serve only until thenext election of directors by the shareholders. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the board of directors for a term of office continuing only until the next election ofdirectors by the shareholders. 

Section 12. Compensation. Directors, as such, may receive a stated salary for their services.By resolution of the board of directors, a reasonable fixed sum, and reasonable expenses of attendance, if any, may be allowed for actual attendance at each regular or special meeting of the board of directors. Members of either standing or specialcommittees may be allowed such compensation for actual attendance at committee meetings as the board of directors may determine. 

Section 13. Presumption of Assent. A director of the Association who is present at a meeting of the board of directors at which action on any Association matter is taken shall be presumed to have assented to the action takenunless his 

or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file a writtendissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Association within five days after the date on which a copy of theminutes of the meeting is received. Such right to dissent shall not apply to a director who voted in favor of such action. 

Section 14. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director may be removed only for cause, as defined in the OTS regulations, by a vote of the holders of a majority of theshares then entitled to vote at an election of directors. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the Charter or supplemental sections thereto, the provisions of this sectionshall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole. 

Section 15. Age Limitations on Directors. No person seventy-two years of age or older shall be eligible for election, reelection, appointmentor reappointment to the board of directors. No director shall serve as such beyond the annual meeting immediately following the director becoming seventy-two years of age. This age limitation does not apply to an advisory or emeritus director.

**ARTICLE IV. EXECUTIVE AND OTHER COMMITTEES**

Section 1. Appointment. The board of directors, by resolution adopted by a majority of the full board, may designate the chief executive officer and two or more of the other directors to constitute an executive committee. Thedesignation of any committee pursuant to this Article IV and the delegation of authority thereto shall not operate to relieve the board of directors, or any director, of any responsibility, imposed by law or regulation. 

Section 2. Authority. The executive committee, when the board of directors is not in session, shall have and may exercise all of theauthority of the board of directors, except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee; and except also that the executive committee shall not have the authority of the board ofdirectors with reference to: the declaration of dividends; the amendment of the Charter or bylaws of the Association; recommending to the shareholders a plan of merger, consolidation, or conversion; the sale, lease or other disposition of all, orsubstantially all, of the property and assets of the Association otherwise than in the usual and regular course of its business; a voluntary dissolution of the Association; a revocation of any of the foregoing; or the approval of a transaction inwhich any member of the executive committee, directly or indirectly, has any material beneficial interest. 

Section 3. Tenure.Subject to the provisions of Section 8 of this Article IV, each member of the executive committee shall hold office until the next regular annual meeting of the board of directors following his or her designation and until a successor isdesignated as a member of the executive committee. 

Section 4. Meetings. Regular meetings of the executive committee may beheld without notice at such times and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than 24 hours notice stating the place,date and hour of the meetings, which notice may be written or oral. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person, except where a directorattends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The notice of a meeting of the executive committee need not state the business proposed to betransacted at the meeting. 

Section 5. Quorum. A majority of the members of the executive committee shall constitute a quorumfor the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present. 

Section 6. Action Without a Meeting. Any action required or permitted to be taken by the executive committee at a meeting may be takenwithout a meeting if a consent in writing the setting forth the action so taken, shall be signed by all of the members of the executive committee. 

Section 7. Vacancies. Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full board of directors. 

Section 8. Resignations and Removal. Any member of the executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full board of directors. Any member ofthe executive committee 

may resign from the executive committee at any time by giving written notice to the president or secretary of theAssociation. Unless otherwise specified, such resignation shall take effect upon its receipt; the acceptance of such resignation shall not be necessary to make it effective. 

Section 9. Procedure. The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure, whichshall not be inconsistent with these bylaws. It shall keep regular minutes of its proceedings and report the same to the board of directors for its information at the meeting held next after the proceedings shall have occurred. 

Section 10. Other Committees. The board of directors may, by resolution adopted by a majority of the full board, establish an audit, loan, orother committees composed of directors as they may determine to be necessary or appropriate for the conduct of the business of the Association and may prescribe the duties, constitution and procedures thereof. 

**ARTICLE V. OFFICERS**

Section l. Positions. Theofficers of the Association shall be the chief executive officer, president and the chief operating officer, one or more vice presidents, a secretary and a treasurer or comptroller, each of whom shall be elected by the board of directors. The boardof directors may also designate the chairman of the board as an officer. The offices of the secretary and treasurer or comptroller may be held by the same person and a vice president may also be either the secretary or the treasurer or comptroller.The board of directors may designate one or more vice presidents as executive vice president or senior vice president. The board of directors may also elect or authorize the appointment of such other officers as the business of the Association mayrequire. The officers shall have such authority and perform such duties as the board of directors may from time to time authorize or determine. In the absence of action by the board of directors, the officers shall have such powers and duties asgenerally pertain to their respective offices. 

Section 2. Election and Term of Office. The officers of the Association shallbe elected annually at the first meeting of the board of directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officershall hold office until a successor has been duly elected and qualified or until the officer’s death, resignation or removal in the manner hereinafter provided. Election or appointment of an officer, employee or agent shall not of itself createcontractual rights. The board of directors may authorize the Association to enter into an employment contract with any officer in accordance with regulations of the OTS; but no such contract shall impair the right of the board of directors to removeany officer at any time in accordance with Section 3 of this Article V. 

Section 3. Removal. Any officer may be removed bythe board of directors whenever in its judgment the best interests of the Association will be served thereby, but such removal, other than for cause, shall be without prejudice to the contractual rights, if any, of the person so removed. 

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by theboard of directors for the unexpired portion of the term. 

Section 5. Remuneration. The remuneration of the officers shall befixed from time to time by the board of directors. 

**ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS**

Section 1. Contracts. To the extent permitted by regulations of the OTS, and except as otherwise prescribed by these bylaws with respect tocertificates for shares, the board of directors may authorize any officer, employee, or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may begeneral or confined to specific instances. 

Section 2. Loans. No loans shall be contracted on behalf of the Association and noevidence of indebtedness shall be issued in its name unless authorized by the board of directors. Such authority may be general or confined to specific instances. 

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by one or moreofficers, employees or agents of the Association in such manner as shall from time to time be determined by the board of directors. 

Section 4. Deposits. All funds of the Association not otherwise employed shall be depositedfrom time to time to the credit of the Association in any duly authorized depositories as the board of directors may select. 

**ARTICLE VII. CERTIFICATESFOR SHARES AND THEIR TRANSFER**

Section 1. Certificates for Shares. Certificates representing shares of capital stock of theAssociation shall be in such form as shall be determined by the board of directors and approved by the OTS. Such certificates shall be signed by the chief executive officer or by any other officer of the Association authorized by the board ofdirectors, attested by the secretary or an assistant secretary, and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of atransfer agent or a registrar, other than the Association itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares areissued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Association. All certificates surrendered to the Association for transfer shall be canceled and no new certificate shall be issued until theformer certificate for a like number of shares has been surrendered and canceled, except that in case of a lost or destroyed certificate, a new certificate may be issued upon such terms and indemnity to the Association as the board of directors mayprescribe. 

Section 2. Transfer of Shares. Transfer of shares of capital stock of the Association shall be made only on itsstock transfer books. Authority for such transfer shall be given only by the holder of record or by a legal representative, who shall furnish proper evidence of such authority, or by an attorney authorized by a duly executed power of attorney andfiled with the Association. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose name shares of capital stock stand on the books of the Association shall be deemed by the Associationto be the owner for all purposes. 

**ARTICLE VIII. FISCAL YEAR; ANNUAL AUDIT**

The fiscal year of the Association shall end on June 30 of each year. The Association shall be subject to an annual audit as of the end of its fiscalyear by independent public accountants appointed by and responsible to the board of directors. The appointment of such accountants shall be subject to annual ratification by the shareholders. 

**ARTICLE IX. DIVIDENDS**

Subject to the terms of theAssociation’s Charter and the regulations and orders of the OTS, the board of directors may, from time to time, declare, and the Association may pay, dividends on its outstanding shares of capital stock. 

**ARTICLE X. CORPORATE SEAL**

The board of directorsshall provide a Association seal, which shall be two concentric circles between which shall be the name of the Association. The year of incorporation or an emblem may appear in the center. 

**ARTICLE XI. AMENDMENTS**

These bylaws may be amendedin a manner consistent with regulations of the OTS at any time by a majority vote of the full board of directors, or by a majority vote of the votes cast by the shareholders of the Association at any legal meeting.