EX-4.1B 4 fs82017ex4ib_sbfinancial.htm CERTIFICATE OF AMENDMENT TO THE AMENDED ARTICLES OF THE REGISTRANT AS FILED WITH THE OHIO SECRETARY OF STATE ON APRIL 30, 1997

Exhibit 4.1(b)

[LOGO]
Prescribed by	Charter No.
BOB TAFT, Secretary of State	Approved
30 East Broad Street, 14th Floor	Date
Columbus, Ohio  43266-0418	Fee
Form SH-AMD (January 1991)

CERTIFICATE OF AMENDMENT

By Shareholders to the Articles of Incorporation of

Rurban Financial Corp.

(Name of Corporation)

Thomas C. Williams                                                                        , who is:

☐ Chairman of the Board		☒ President		☐ Vice President (check one)
and
Keeta J. Diller                                 , who is:		☒ Secretary		☐ Assistant Secretary (Check One)

of the above name Ohio corporation for profit do hereby certify that: (check the appropriate box and complete the appropriate statements)

☒	a meeting of the shareholders was duly called for the purpose of adopting this amendment and held on April 28, 1997 at which meeting a quorum of the shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise 52.92% of the voting power of the corporation.
☐	in a writing signed by all of the shareholders who would be entitled to notice of a meeting held for that purpose, the following resolution to amend the articles was adopted:

See attached Annex 1

IN WITNESS WHEREOF, the above named officers, acting for and on the behalf of the corporation, have hereto subscribed their names this 28th day of April, 1997.

	By	/s/ Thomas C. Williams
		Thomas C. Willams  (President)
	By	/s/ Keeta J. Diller
		Keeta J. Diller  (Secretary)

NOTE: Ohio law does not permit one officer to sign in two capacities. Two separate signatures are required, even if this necessitates the election of a second officer before the filing can be made.

Annex 1

RESOLVED, that the Amended Articles of Rurban Financial Corp. shall be amended by the addition of Article TWELFTH in the following form:

TWELFTH: Shareholders shall have no right to vote cumulatively in the election of directors.