Exhibit 4.1(b)
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| 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) |
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| and | | | | |
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| 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 onApril 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 exercise52.92% of the voting power of the corporation. |
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| ☐ | 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 this28th day ofApril, 1997.
| | By | /s/ Thomas C. Williams |
| | | Thomas C. Willams (President) |
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| | 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.
