Exhibit 3.1


AMENDED SECTION 2.2 OF THE BY-LAWS OF FARMERS & MERCHANTS BANCORP:


Section 2.2 ANNUAL MEETING. The annual meeting of the stockholders of this
Corporation shall be held each year on a date and at a time designated by the
Board of Directors. The date so designated shall be within fifteen (15) months
after the last annual meeting. At the annual meeting, directors shall be elected
and any other proper business may be transacted.