**Exhibit 3.3****BYLAWS****OF THE****BOARD OF DIRECTORS OF****PVF CAPITAL CORP.****ARTICLE I****Board of Directors**     SECTION 1. General Powers. The business and affairs of PVF Capital Corp. (herein the“Corporation”) shall be under the direction of its board of directors. The board of directorsshall annually elect a chairman of the board from among its members. The chairman of the boardshall preside at all meetings of the board of directors.     SECTION 2. Number and Term. The board of directors shall consist of eight members,and shall be divided into three classes as nearly equal in number as possible. The members of eachclass shall be elected for a term of three years and until their successors are elected andqualified. One class shall be elected by ballot annually.     SECTION 3. Regular Meetings. A regular meeting of the board of directors shall beheld without other notice than this Section immediately after, and at the same place as, the annualmeeting of stockholders. The board of directors may provide, by resolution, the time and place forthe holding of additional regular meetings without other notice than such resolution.     SECTION 4. Special Meetings. Special meetings of the board of directors may becalled by or at the request of the chairman of the board or the president, or by one-third of thedirectors. The persons authorized to call special meetings of the board of directors may fix anyplace as the place for holding any special meeting of the board of directors called by suchpersons.     Members of the board of directors may participate in special meetings by means of conferencetelephone or similar communications equipment by which all persons participating in the meeting canhear each other. Such participation shall constitute presence in person.     SECTION 5. Notice. Written notice of any special meeting shall be given to eachdirector at least two days previous thereto delivered personally or by telegram or at least fivedays previous thereto delivered by mail at the address at which the director is most likely to bereached. Such notice shall be deemed to be delivered when deposited in the United States mail soaddressed, with postage thereon prepaid if mailed or when delivered to the telegraph company ifsent by telegram. Any director may waive notice of any meeting by a writing filed with thesecretary. The attendance of a director at a meeting shall constitute a waiver of notice of suchmeeting, unless, prior to or at the commencement of such meeting, such director objects to thetransaction of any business because the meeting is not lawfully called or convened. Neither thebusiness to be transacted at, nor the purpose of, any meeting of the board of directors need bespecified in the notice or waiver of notice of such meeting.     SECTION 6. Quorum. A majority of the number of directors fixed by Section 2 of thisArticle I shall constitute a quorum for the transaction of business at any meeting of the board ofdirectors, but if less than such majority is present at a meeting, a majority of the directorspresent may adjourn the meeting from time to time. Notice of any adjourned meeting shall be givenin the same manner as prescribed by Section 5 of this Article I.     SECTION 7. Manner of Acting. The act of the majority of the directors present at ameeting at which a quorum is present shall be the act of the board of directors, unless a greaternumber is prescribed by these Bylaws, the Articles of Incorporation, or the laws of Ohio.
 

 
     SECTION 8. Action Without a Meeting. Any action required or permitted to be taken bythe board of directors at a meeting may be taken without a meeting if a consent in writing, settingforth the action so taken, shall be signed by all of the directors.     SECTION 9. Resignation. Any director may resign at any time by sending a writtennotice of such resignation to the home office of the Corporation addressed to the chairman of theboard or the president. Unless otherwise specified therein such resignation shall take effect uponreceipt thereof by the chairman of the board or the president.     SECTION 10. Vacancies. Vacancies occuring in the board of directors shall be filledin accordance with the provisions of the Corporation’s Articles of Incorporation. A directorelected to fill a vacancy shall be elected to serve until the annual meeting of stockholders atwhich the term of the class to which the director has been chosen expires.     SECTION 11. Presumption of Assent. Unless Ohio law provides otherwise, a director ofthe Corporation who is present at a meeting of the board of directors at which action on anyCorporation matter is taken shall be presumed to have assented to the action taken unless (i) heobjects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting ortransacting business at the meeting; (ii) his dissent or abstention from the action taken isentered in the minutes of the meeting; or (iii) he delivers written notice of his dissent orabstention to the presiding officer of the meeting before its adjournment or to the Corporationimmediately after adjournment of the meeting. The right of dissent or abstention is not availableto a director who votes in favor of the action taken.     SECTION 12. Compensation. The board of directors may, by resolution, from time totime establish the compensation to be paid to directors for their service as such. Members ofeither standing or special committees may be allowed such compensation for actual attendance atcommittee meetings as the board of directors may determine.**ARTICLE II****Committees of the Board of Directors**     The board of directors may, by resolution passed by a majority of the whole board, designateone or more committees, as they may determine to be necessary or appropriate for the conduct of thebusiness of the Corporation, and may prescribe the duties, constitution and procedures thereof.Each committee shall consist of not less than three directors of the Corporation. The board maydesignate not less than three directors as alternate members of any committee, who may replace anyabsent or disqualified member at any meeting of the committee.     The board of directors shall have power, by the affirmative vote of a majority of the numberof directors fixed by Article I, Section 2, at any time to change the members of, to fill vacanciesin, and to discharge any committee of the board. Any member of any such committee may resign atany time by giving notice to the Corporation; provided, however, that notice to the board, thechairman of the board, the chief executive officer, the chairman of such committee, or thesecretary shall be deemed to constitute notice to the Corporation. Such resignation shall takeeffect upon receipt of such notice or at any later time specified therein; and, unless otherwisespecified therein, acceptance of such resignation shall not be necessary to make it effective. Anymember of any such committee may be removed at any time, either with or without cause, by theaffirmative vote of a majority of the authorized number of directors at any meeting of the boardcalled for that purpose.**ARTICLE III****Amendment**     These Bylaws may be amended in whole or in part at any time by the Board of Directors by theaffirmative vote of a majority of the authorized number of directors.