Exhibit 3.1

AMENDED
ARTICLES OF INCORPORATION
OF
FARMERS & MERCHANTS BANCORP, INC.
(Article FOURTH Amended and Article NINTH Added Effective April 28, 2006)

The undersigned, desiring to form a corporation for profit, under the General
Corporation Law of Ohio, does hereby certify:

FIRST: The name of this Corporation shall be FARMERS & MERCHANTS BANCORP, INC.

SECOND: The place in Ohio where its principal office is to be located is
Archbold, Fulton County, Ohio.

THIRD: The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

FOURTH: The number of shares which the Corporation is authorized to have
outstanding is 6,500,000 shares all of which shall be common shares, without par
value (the "Shares."). The holders of the Shares are entitled at all times,
except in the election of directors where the Shares may be voted cumulatively,
to one (1) vote for each Share and to such dividends as the Board of Directors
(herein called the "Board") may in its discretion periodically declare. In the
event of any liquidation, dissolution or winding up of the Corporation, the
remaining assets of the Corporation after the payment of all debts and necessary
expenses shall be distributed among the holders of the Shares pro rata in
accordance with their respective Share holdings.

FIFTH: The number of Directors of the Corporation shall be fixed from time to
time by its Code of Regulations and may be increased or decreased as therein
provided, but the number thereof shall in no event be less than nine.

SIXTH: (A) Except as otherwise provided in Clause (B) of this Article SIXTH:

       (i)  any merger or consolidation of the Corporation with or into any
            other corporation;

       (ii) any sale, lease, exchange or other disposition of all or any
            substantial part of the assets of the Corporation to or with any
            other corporation, person or other entity;

       (iii) the issuance or transfer of any securities of the Corporation to
            any other corporation, person or other entity in exchange for assets
            or securities or a combination thereof (except assets or securities
            or a combination thereof so acquired in a single transaction or a
            series of related transactions having an aggregate fair market value
            of less than $250,000); or

       (iv) the issuance or transfer of any securities of the Corporation to any
            other corporation, person or other entity for cash;



Exhibit 3.1 (continued)

shall require the affirmative vote of the holders of at least a majority of the
outstanding shares of capital stock of the Corporation which are not
beneficially owned by such other corporation, person or other entity as of the
record date for the determination of shareholders entitled to notice thereof and
to vote thereon, such other corporation, person or entity is the beneficial
owner, directly or indirectly, of 10% or more of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
Directors, considered for the purposes of this Article SIXTH as one class. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that some lesser percentage may be specified, by law or in any
agreement with any national securities exchange.

(B) The provisions of this Article SIXTH shall not apply to any transaction
described in clauses (i), (ii), (iii) or (iv) of Clause (A) of this Article
SIXTH, (i) with another corporation if a majority, by vote, of the outstanding
shares of all classes of capital stock of such other corporation entitled to
vote generally in the election of Directors, considered for this purpose as one
class, is owned of record or beneficially by the Corporation and/or its
subsidiaries; (ii) with another corporation, person or other entity if the Board
of Directors of the Corporation shall by resolution have approved a memorandum
of understanding with such other corporation, person or other entity with
respect to and substantially consistent with such transaction prior to the time
such other corporation, person or other entity became the beneficial owner,
directly or indirectly, of 10% or more of the outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
Directors; or (iii) approved by resolution adopted by the affirmative vote of at
least three-fourths of the members of the whole Board of Directors of the
Corporation at any time prior to the consummation thereof.

(C) For the purposes of this Article SIXTH, a corporation, person or other
entity shall be deemed to be the beneficial owner of any shares of capital stock
of the corporation (i) which it has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants or options, or
otherwise; or (ii) which are beneficially owned, directly or indirectly
(including shares deemed owned through application or clause (i) above), by any
other corporation, person or other entity with which it or its "affiliate" or
"associate" (as defined below) has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting or disposing of capital stock of
the Corporation or which is its "affiliate" or "associate" as those terms were
defined in Rule 12b-2 of the general rules and regulations under the Securities
Exchange Act of 1934 as in effect on December 1, 1984. For the purposes of this
Article SIXTH, the outstanding shares of any class of capital stock of the
Corporation shall include shares deemed owned through the application of clauses
(i) and (ii) of this Clause (C) but shall not include any other shares which may
be issuable pursuant to any agreement, or upon exercise of conversion rights,
warrants or options, or otherwise.

(D) The Board of Directors of the Corporation shall have the power and duty to
determine for the purposes of this Article SIXTH, on the basis of information
that known to it, whether (i) any other corporation, person or other entity
beneficially owns, directly or indirectly, 10% or more of the outstanding shares
of capital stock of the Corporation entitled to vote generally in the election
of Directors, or is an "affiliate" or an "associate" (as defined above) of
another, (ii) any proposed sale, lease, exchange or other disposition of part of
the assets of the Corporation involves a substantial part of the assets of the
Corporation, (iii) assets or securities,



Exhibit 3.1 (continued)

or a combination thereof, to be acquired in exchange for securities of the
Corporation, have an aggregate fair market value of less than $250,000 and
whether the same are proposed to be acquired in a single transaction or a series
of related transactions, and (iv) the memorandum of understanding referred to
above is substantially consistent with the transaction to which it relates. Any
such determination by the Board shall be conclusive and binding for all purposes
of this Article SIXTH.

SEVENTH: The Board of Directors of the Corporation, when evaluating any offer of
another party to (i) purchase or exchange any securities or property for any
outstanding equity securities of the Corporation, (ii) merge or consolidate the
Corporation with another corporation, or (iii) purchase or otherwise acquire all
or substantially all of the properties and assets of the Corporation, shall, in
connection with the exercise of its judgment in determining what is in the best
interests of the Corporation and its shareholders, give due consideration not
only to the price or other consideration being offered, but also to all other
relevant factors, including without limitation the financial and managerial
resources and future prospects of the other party, the possible effects on the
business of the Corporation and its subsidiaries and on the depositors,
employees, and other constituents of the Corporation and its subsidiaries; and
the possible effects on the communities and the public interest which the
Corporation and its subsidiaries serve. In evaluating any such offer, the Board
of Directors shall be deemed to be performing their duly authorized duties and
acting in good faith and in the best interests of the Corporation within the
meaning of Section 1701.13 of the Ohio Revised Code, as it may be amended from
time to time, and the Corporation's Code of Regulations.

EIGHTH: When authorized by the affirmative vote of a majority of the Board of
Directors, without the action or approval of the shareholders of this
Corporation, this Corporation may redeem, purchase, or contract to purchase, at
any time and from time to time, shares of any class issued by this Corporation
for such prices and upon and subject to such terms and conditions as the Board
of Directors may determine.

NINTH: Except as otherwise required by these Articles and notwithstanding any
provision of law requiring any greater affirmative vote, any amendments to these
Articles may be made, by the affirmative vote of the holders of 66 2/3% of the
total number of shares voted with respect to such proposed amendment, including
for the purposes of this Article NINTH shares voted for, against or abstain, but
excluding any shares not voted, provided however, that the total number of
shares voted in favor of the amendment represent at least a simple majority of
the total voting power of the Corporation. In addition to the foregoing voting
requirements, any amendment of these Articles that is inconsistent with, or
would have the effect of altering or repealing the provisions of Article SIXTH
of the Corporation's Articles of Incorporation shall require the affirmative
vote of the holders of Shares that would be required to approve a transaction
under the provisions of Article SIXTH.