EX-2.B
from 8-A12G
1 page
Certificate of Amendment to the Articles of Incorporation of Peoples Financial Corporation Paul Von Gunten, President, and Vincent G. Matecheck, Secretary, of Peoples Financial Corporation (The "Corporation"), Do Hereby Certify That the Following Resolutions Were Duly Adopted in a Writing Signed by the Sole Shareholder of the Corporation, Effective May 6, 1996, in Accordance With Ohio Revised Code Section 1701.54: Resolved, That the Articles of Incorporation of Peoples Financial Corporation Be Amended by Deleting Article Fourth in Its Entirety and Substituting Therefor the Following New Article Fourth: Fourth: The Authorized Shares of the Corporation Shall Be Seven Million (7,000,000), Six Million of Which Shall Be Common Shares, Each Without Par Value, and One Million (1,000,000) of Which Shall Be Preferred Shares, Each Without Par Value. the Directors of the Corporation May Adopt an Amendment to the Articles of Incorporation in Respect of Any Unissued or Treasury Shares of Any Class and Thereby Fix or Change: The Division of Such Shares Into Series and the Designation and Authorized Number of Each Series; the Dividend Rate; the Dates of Payment of Dividends and the Dates From Which They Are Cumulative; the Liquidation Price; the Redemption Rights and Price; the Sinking Fund Requirements; the Conversion Rights; and the Restrictions on the Issuance of Shares of Any Class or Series. Further Resolved, That the Articles of Incorporation of Peoples Financial Corporation Be Amended by Adding Thereto the Following Article Ninth: Ninth: No Shareholder of the Corporation Shall Have the Right to Vote Cumulatively in the Election of Directors. in Witness Whereof, the Undersigned Have Hereunto Set Heir Hands This 6th Day of May, 1996. /S/ Paul Von Gunten Paul Von Gunten President /S/ Vincent G. Matecheck Vincent G. Matecheck Secretary
12/34/56
