Form 8-K

8-K — OHIO VALLEY BANC CORP

Accession: 0000894671-26-000036

Filed: 2026-05-15

Period: 2026-05-13

CIK: 0000894671

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — sec8kannmtgresults051326.htm (Primary)

EX-99.1 — PRESS RELEASE 05/13/26 (sec8kannmtgexhibit99_1.htm)

EX-3.1 — AMENDED AND RESTATED CODE OF REGULATIONS (sec8kannmtgexhibit3_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — PROMOTIONS, AMENDMENTS TO CODE OF REGULATIONS AND VOTING RESULTS 05/13/26

8-K (Primary)

Filename: sec8kannmtgresults051326.htm · Sequence: 1

false12-31000089467100008946712026-05-132026-05-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 13, 2026

OHIO VALLEY BANC CORP.

(Exact Name of Registrant as Specified in Its Charter)

000-20914

(Commission File Number)

Ohio

31-1359191

(State or Other Jurisdiction of Incorporation)

(I.R.S. Employer Identification No.)

420 THIRD AVENUE, PO BOX 240

GALLIPOLIS, Ohio 45631

(Address of principal executive offices, including zip code)

(740) 446-2631

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Shares, without par value

OVBC

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On May 13, 2026, the Board of Directors (the “Board”) of Ohio Valley Banc Corp. ("OVBC") and The Ohio Valley Bank Company (the "Bank")

appointed K. Ryan Smith as Chairman of the Board of OVBC and the Bank, a role previously held by Thomas E. Wiseman, who, as previously announced, retired as chairman effective as of OVBC’s 2026 annual meeting of shareholders (the

“2026 Annual Meeting”).

At the same meeting, the Board elected Ryan J. Jones as President of OVBC and the Bank, a role previously held by Larry E. Miller, II, who

will continue to serve as the Chief Executive Officer of OVBC and the Bank. Also, upon the recommendation of the Board’s Nominating and Corporate Governance Committee, the Board appointed Mr. Jones as a director of OVBC and the Bank

to fill the vacancy created by the previously announced retirement of David W. Thomas as of the 2026 Annual Meeting. The appointment of Mr. Jones was effective immediately following the 2026 Annual Meeting, and Mr. Jones will serve

as a member of the class of directors whose terms expire at OVBC’s 2029 annual meeting of shareholders. [Mr. Jones has not been appointed to any committees of the Board at this time.]

There are no arrangements or understandings between Mr. Jones and any person pursuant to which Mr. Jones was selected as a director, and no

family relationships exist between Mr. Jones and any director or executive officer of OVBC. OVBC has determined that neither Mr. Jones nor any of his immediate family members has had (or proposes to have) a direct or indirect

interest in any transaction in which OVBC or any of its subsidiaries was (or is proposed to be) a participant, that would be required to be disclosed under Item 404(a) of Regulation S-K.

Mr. Jones, age 48, has been Chief Operating and Risk Officer of OVBC and the Bank since May 2022 and served as Vice President of OVBC from August

2016 to May 2022. He served as Senior Vice President, Chief Risk Officer of the Bank from June 2017 to May 2022. Mr. Jones has been Chairman of the Board of OVBC’s subsidiary, Loan Central, Inc. since May 2022, serving as a Director since

May 2018.

OVBC issued a press release on May 15, 2026 to discuss these new officer appointments.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 13, 2026, the Board adopted and approved amendments to OVBC’s Code of Regulations as permitted by Section 6.01 thereof

(the “Regulations”). The only amendments were to Sections 3.01 and 3.04 of the Regulations to clarify that the Chairman of the Board serves at the pleasure of the Board and will not automatically be deemed an officer of OVBC.

The foregoing summary of the amendments to the Regulations does not purport to be a complete summary and is qualified in its

entirety by reference to the full text of the Regulations, as amended, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of

Security Holders.

OVBC held its 2026 Annual Meeting on May 13, 2026. At the close of business on March 20, 2026, there were 4,711,001 common shares outstanding and

entitled to vote. At the 2026 Annual Meeting, 3,221,388, or 68.38%, of the outstanding common shares entitled to vote were represented by proxy or in person. A summary of the proposals voted upon by the shareholders and the final voting

results for each such matter are set forth below. The proposals are also described in detail in OVBC’s Proxy Statement filed with the SEC on April 2, 2026.

Proposal 1

OVBC’s shareholders elected three individuals to the Board of Directors for a term expiring in 2029, as set forth below:

Name

Votes For

Votes Withheld

Broker Non-Votes

Kimberly A. Canady

2,847,766

29,190

344,432

Seth I. Michael

2,857,642

19,314

344,432

Brent A. Saunders

2,430,262

446,694

344,432

Proposal 2

OVBC’s shareholders approved, in a non-binding vote, the compensation of OVBC’s named executive officers, as set forth below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

2,685,243

183,961

7,752

344,432

Proposal 3

OVBC’s shareholders ratified the selection of Plante & Moran, PLLC as OVBC’s independent registered public accounting firm for the fiscal year ending

December 31, 2026, as set forth below:

Votes For

Votes Against

Abstentions

3,207,450

6,538

7,400

Item 9.01. Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(d) Exhibits – The following exhibit is being filed with this Current Report on Form 8-K:

Exhibit Number

Description

99.1

Press release issued by Ohio Valley Banc Corp. on May 15, 2026.

3.1

Amended and Restated Code of Regulations

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the

requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OHIO VALLEY BANC CORP.

Date: May 15, 2026

By:

/s/Larry E. Miller

Larry E. Miller

Chief Executive Officer

EX-99.1 — PRESS RELEASE 05/13/26

EX-99.1

Filename: sec8kannmtgexhibit99_1.htm · Sequence: 2

Exhibit 99.1

Promotions, Retirements and a New Loan Office for OVBC

GALLIPOLIS, Ohio¾ Ohio Valley Banc Corp. (Nasdaq: OVBC) recognized Thomas E. Wiseman’s previously announced retirement as chairman of the board at OVBC’s shareholders meeting on May 13, 2026.

Wiseman was a founding board member of Ohio Valley Banc Corp. in 1992. He joined the board of The Ohio Valley Bank Company (OVB) the same

year. At the time, he was president of The Wiseman Agency, representing the third generation operating the multi-line independent insurance agency started by his grandfather in 1928. Over the next years, Wiseman’s role at OVB grew, leading him from

the position of lead independent director to president and chief executive officer, and lastly chairman of the board.

Under his direction, OVBC surpassed one-billion dollars in assets. His anthem of putting “Community First” inspires bankers and customers

alike. Though stepping down from his role as chairman, Wiseman will remain a member of the board of directors of both OVBC and OVB.

Reflecting upon the Board’s decision to appoint Mr. Smith, Wiseman stated, “At the company’s organizational meeting, the Board determined

that it was time to move from a lead independent director governance structure to an independent chairman governance structure as many other publicly traded companies have.”

K. Ryan Smith, a director of OVBC since 2021, was named OVBC’s first independent chairman of the board. Smith is president of the

University of Rio Grande and Rio Grande Community College. He is a graduate of Gallia Academy High School and holds a bachelor’s degree in finance from The Ohio State University.

Smith, a native of Gallia County, Ohio, spent the first 23 years of his career working as vice president and partner of Smith Financial

Advisors. The family-run business managed wealth for individuals throughout the region. His desire for public service led him to his election to the Ohio State House of Representatives, where he served as finance chairman and ultimately Speaker of

the House before stepping down to serve in his current role at the university. He will continue in his role as president at the university and community college while also serving as OVBC chairman.

He and his wife of 29 years, Vicki, are the proud parents of four children. Over the years, Smith has served his community well in

leadership roles with the Gallia County Chamber of Commerce, Holzer Health System, and the National Association of Intercollegiate Athletics. He is currently a member of the Gallia County Community Improvement Corporation.

Wiseman further commented, “Teamed with a strong CEO as we have in Larry Miller, together, they will provide leadership and strategic

vision ensuring your company’s continued success.”

The position of lead director was eliminated upon the retirement of David W. Thomas, who earlier this year notified the board of his intent

to retire at the 2026 annual meeting. Thomas, former chief examiner of the Ohio Department of Commerce, Division of Financial Institutions, has been a vital asset to the board with his wealth of knowledge and expertise in the field of banking. As a

member of the board for more than 18 years, Thomas served on the executive, audit, enterprise risk and nominating committees. He also was the chair of the audit and enterprise risk committee.

In addition, Thomas has been an active member of the community for many years. From coaching and umpiring youth baseball to being a member

of the Heritage Christian Church, he has exemplified what it means to put “Community First.” He currently resides in Westerville, Ohio, with his wife, Peggy, and enjoys spending time with his four children and five grandchildren.

Larry E. Miller II, OVB chief executive officer, announced that Ryan J. Jones has been named as the company’s new president. Jones will

also resume his responsibilities as chief operating officer. Jones began his career in banking in 1999 with Milton Bank. While there, he fulfilled many roles, including BSA officer, compliance officer, audit liaison, loan officer, security officer,

operations officer, and chief operating officer. In 2008, Jones became a member of the Milton Banking Company Board of Directors, where he served as secretary. When Milton Bank merged with OVB in 2016, he served as the OVB chief risk officer before

later accepting the role of chief operating officer and risk officer in 2022.

Jones, a lifelong Jackson, Ohio, resident, graduated from Jackson High School and obtained his degree in business management from the

University or Rio Grande. He is also a graduate of the Ohio Bankers League Bank Leadership Institute. In addition, Jones has completed the Metavante Regulatory Services Advanced Compliance School, Advanced Deposit and Operations School and Advanced

Loan School. He also completed the Community Bankers Association Consumer Lending Institute.

Outside of the financial world, Jones is a very active member of the community as he currently serves on the Jackson Area Festival Events

(JAFE), Jackson Apple Festival, Jackson Bullpen Club, and is a Holzer Heritage Foundation Board Member. He enjoys spending time with his wife Aimee, and their two children.

CEO Miller also announced that a new OVB Loan Office will be opening in Charleston, West Virginia, this summer. New locations in South

Bloomfield and Ironton, Ohio, are also in the early planning stages.

Ohio Valley Banc Corp. common stock is traded on the NASDAQ Global Market under the symbol OVBC. The holding

company owns The Ohio Valley Bank Company, a $1.5 billion asset community bank with 18 offices in Ohio and West Virginia, and Loan Central, Inc. with six consumer finance offices in Ohio. Learn more about Ohio Valley Banc Corp. at www.ovbc.com.

EX-3.1 — AMENDED AND RESTATED CODE OF REGULATIONS

EX-3.1

Filename: sec8kannmtgexhibit3_1.htm · Sequence: 3

Exhibit 3.1

REGULATIONS

OHIO VALLEY BANC CORP.

INDEX

Section CaptionPage No.

ARTICLE ONE

MEETINGS OF SHAREHOLDERS

1.01 Annual Meetings 1

1.02 Calling of Meetings 1

1.03 Place of Meetings 1

1.04 Notice of Meetings 1

1.05 Waiver of Notice 2

1.06 Quorum 2

1.07 Votes Required 2

1.08 Order of Business 2

1.09 Shareholders Entitled to Vote 3

1.10 Proxies 3

1.11 Inspectors of Election 3

ARTICLE TWO

DIRECTORS

2.01 Authority and Qualifications 3

2.02 Number of Directors and Term of Office 3

2.03 Nomination and Election 4

2.04 Removal 6

2.05 Vacancies 6

2.06 Meetings 6

2.07 Notice of Meetings 6

2.08 Waiver of Notice 7

2.09 Quorum 7

2.10 Executive Committee 7

2.11 Compensation 8

2.12 By-Laws 8

ARTICLE THREE

OFFICERS

3.01 Officers 8

3.02 Tenure of Office 8

3.03 Chief Executive Officer 9

3.04 Duties of the Chairman of the Board 9

- i -

Section CaptionPage No.

3.05 Duties of the President 9

3.06 Duties of the Vice Presidents 9

3.07 Duties of the Secretary 9

3.08 Duties of the Treasurer 10

ARTICLE FOUR

4.01 Certificates 10

4.02 Transfers 10

4.03 Transfer Agents and Registrars 11

4.04 Lost, Wrongfully Taken or Destroyed Certificates 11

4.05 Uncertificated Shares 11

ARTICLE FIVE

INDEMNIFICATION AND INSURANCE

5.01 Mandatory Indemnification 12

5.02 Court-Approved Indemnification 12

5.03 Indemnification for Expenses 13

5.04 Determination Required 13

5.05 Advances for Expenses 14

5.06 Article Five Not Exclusive 14

5.07 Insurance 15

5.08 Certain Definitions 15

5.09 Venue 16

ARTICLE SIX

MISCELLANEOUS

6.01 Amendments 16

6.02 Action by Shareholders or Directors Without a Meeting16

- ii -

AMENDED AND RESTATED

CODE OF REGULATIONS

OHIO VALLEY BANC CORP.

ARTICLE ONE

MEETINGS OF SHAREHOLDERS

Section 1.01. Annual Meetings. The annual

meeting of the shareholders for the election of directors, for the consideration of reports to be laid before such meeting and for the transaction of such other business as may properly come before such meeting, shall be held on the first Wednesday

of April in each year or on such other date as may be fixed from time to time by the directors.

Section 1.02. Calling of Meetings. Meetings of

the shareholders may be called only by the chairman of the board if designated the chief executive officer of the corporation, the president, or, in case of the president’s absence, death, or disability, the vice president authorized to exercise the

authority of the president; the secretary; the directors by action at a meeting or a majority of the directors acting without a meeting; or the holders of at least twenty-five percent of all shares outstanding and entitled to vote thereat.

Section 1.03. Place of Meetings. All meetings

of shareholders shall be held at the principal office of the corporation, unless otherwise provided by action of the directors. Meetings of shareholders may be held at any place within or without the State of Ohio.

Section 1.04. Notice of Meetings. (A) Written

notice stating the time, place and purposes of a meeting of the shareholders shall be given either by personal delivery or by mail not less than seven nor more than sixty days before the date of the meeting, (1) to each shareholder of record entitled

to notice of the meeting, (2) by or at the direction of the president or the secretary. If mailed, such notice shall be addressed to the shareholder at his address as it appears on the records of the corporation. Notice of adjournment of a meeting

need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. In the event of a transfer of shares after the record date for determining the shareholders who are entitled to receive notice of a meeting of

shareholders, it shall not be necessary to give notice to the transferee. Nothing herein contained shall prevent the setting of a record date in the manner provided by law, the Articles or the Regulations for the determination of shareholders who

are entitled to receive notice of or to vote at any meeting of shareholders or for any purpose required or permitted by law.

(B) Following receipt by the president or the secretary of a request in writing, specifying the purpose or purposes for which the persons properly making

such request have called a meeting of the shareholders, delivered either in person or by registered mail to such officer by any persons entitled to call a meeting of shareholders, such officer shall cause to be given to the shareholders entitled

thereto notice of a meeting to be held on a date not less than seven nor more than sixty days after the receipt of such request, as such officer may fix. If such notice is not given within thirty days after the receipt of such request by the

president or the secretary, then, and only then, the persons properly calling the meeting may fix the time of meeting and give notice thereof in accordance with the provisions of the Regulations.

Section 1.05. Waiver of Notice. Notice of the

time, place and purpose or purposes of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholder, which writing shall be filed with or entered upon the records of such meeting. The

attendance of any shareholder, in person or by proxy, at any such meeting without protesting the lack of proper notice, prior to or at the commencement of the meeting, shall be deemed to be a waiver by such shareholder of notice of such meeting.

Section 1.06. Quorum. At any meeting of

shareholders, the holders of a majority of the voting shares of the corporation then outstanding and entitled to vote thereat, present in person or by proxy, shall constitute a quorum for such meeting. The holders of a majority of the voting shares

represented at a meeting, whether or not a quorum is present, or the chairman of the board, the president, or the officer of the corporation acting as chairman of the meeting, may adjourn such meeting from time to time. If a quorum is present at

such adjourned meeting any business may be transacted as if the meeting had been held as originally called.

Section 1.07. Votes Required. At all elections

of directors the candidates receiving the greatest number of votes shall be elected. Any other matter submitted to the shareholders for their vote shall be decided by the vote of such proportion of the shares, or of any class of shares, or of each

class, as is required by law, the Articles or the Regulations.

Section 1.08. Order of Business. The order of

business at any meeting of shareholders shall be determined by the officer of the corporation acting as chairman of such meeting unless otherwise determined by a vote of the holders of a majority of the voting shares of the corporation then

outstanding, present in person or by proxy, and entitled to vote at such meeting.

Section 1.09. Shareholders Entitled to Vote.

Each shareholder of record on the books of the corporation on the record date for determining the shareholders who are entitled to vote at a meeting of shareholders shall be entitled at such meeting to one vote for each share of the corporation

standing in his name on the books of the corporation on such record date. The directors may fix a record date for the determination of the shareholders who are entitled to receive notice of and to vote at a meeting of shareholders, which record date

shall not be a date earlier than the date on which the record date is fixed and which record date may be a maximum of sixty days preceding the date of the meeting of shareholders.

Section 1.10. Proxies. At meetings of the

shareholders any shareholder of record entitled to vote thereat may be represented and may vote by a proxy or proxies appointed by an instrument in writing signed by such shareholders, but such instrument shall be filed with

the secretary of the meeting before the person holding such proxy shall be allowed to vote thereunder. No proxy shall be valid after the expiration of eleven

months after the date of its

execution, unless the shareholder executing it shall have specified therein the length of time it is to continue in force.

Section 1.11. Inspectors of Election. In

advance of any meeting of shareholders, the directors may appoint inspectors of election to act at such meeting or any adjournment thereof. If inspectors are not so appointed, the officer of the corporation acting as chairman of any such meeting may

make such appointment. In case any person appointed as inspector fails to appear or act, the vacancy may be filled only by appointment made by the directors in advance of such meeting or, if not so filled, at the meeting by the officer of the

corporation acting as chairman of such meeting. No other person or persons may appoint or require the appointment of inspectors of election.

ARTICLE TWO

DIRECTORS

Section 2.01. Authority and Qualifications.

Except where the law, the Articles or the Regulations otherwise provide, all authority of the corporation shall be vested in and exercised by its directors. Directors need not be shareholders of the corporation.

Section 2.02. Number of Directors and Term of Office.

(A) Until changed in accordance with the provisions of the Regulations, the number of directors of the corporation shall be nine.

(B) The number of directors may be fixed or changed at a meeting of the shareholders called for the purpose of electing directors at which

a quorum is present, by the affirmative vote of the holders of the voting shares which are represented at the meeting, in person or by proxy, and entitled to vote on such proposal in accordance with the Articles, provided, however, that the

shareholders may not increase the number of directors to more than twelve or reduce the number of directors to less than five.

(C) The directors may fix or change the number of directors and may fill any director’s office that is created by an increase in the

number of directors; provided, however, that the directors may not increase the number of directors to more than twelve nor reduce the number of directors to less than five.

(D) The board of directors shall be divided into three classes as nearly equal in number as the then fixed number of directors permits,

with the term of office of one class expiring each year. The election of each class of directors shall be a separate election. At the first meeting of shareholders, three directors of one class shall be elected to hold office for a term expiring at

the 1993 annual meeting, three directors of another class shall be elected to hold office for a term expiring at the 1994 annual meeting, and three directors of another class shall be elected to hold office for a term expiring at the 1995 annual

meeting. At the 1993 annual meeting of shareholders and each succeeding annual meeting, successors to the class of directors whose term then expires shall be elected to hold office for a three-year term. A director shall hold office until the

annual meeting for the year in which his term expires and until his successor is duly elected and qualified, or until his earlier resignation, removal from office or death. In the event of any increase in the number of directors or the corporation,

the additional directors shall be similarly classified in such a manner that each class of directors shall be as equal in number as possible. In the event of any decrease in the number of directors of the corporation, such decrease shall be effected

in such a manner that each class of directors shall be as equal in number as possible.

(E) No reduction in the number of directors shall of itself have the effect of shortening the term of any incumbent director.

Section 2.03. Nomination and Election.

(A) At each annual meeting of shareholders for the election of director, the successors to the directors whose term shall expire in that

year shall be elected, but if the annual meeting is not held or if one or more of such directors are not elected thereat, they may be elected at a special meeting called for that purpose.

(B) Any nominee for election as a director of the corporation may be proposed only by or at the direction of the board of directors or by

any shareholder entitled to vote for the election of directors. Nominations, other than those made by or at the direction of the board of directors, shall be made in writing and shall be delivered or mailed to the president of the corporation not

less than fourteen days nor more than fifty days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than twenty-one days’ notice of the meeting is given to shareholders, such nomination shall be

mailed or delivered to the president of the corporation not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent

known to the notifying shareholder:

(1) the name and address of each proposed nominee;

(2) the principal occupation of each proposed nominee;

(3) the total number of shares of capital stock of the corporation that will be

voted for each proposed nominee;

(4) the name and residence address of the notifying shareholder; and

(5) the number of shares of capital stock of the corporation beneficially owned

by the notifying shareholder.

(C) If a shareholder shall attempt to nominate one or more persons for election as a director at any meeting at which directors are to be

elected without having identified each such person in a written notice given as contemplated by, and/or without having provided therein the information specified in, division (B) of this section, each such attempted nomination shall be invalid and

shall be disregarded unless the person acting as chairman of the meeting determines that the facts warrant the acceptance of such nomination.

(D) The election of directors shall be by ballot whenever requested by the presiding officer of the meeting or by the holders of a

majority of the voting shares outstanding, entitled to vote at such meeting and present in person or by proxy, but unless such request is made, the election shall be viva voce.

Section 2.04. Removal. A director or directors

may be removed from office in accordance with the Articles. In case of any such removal, a new director may be elected at the same meeting for the unexpired term of each director removed. Failure to elect a director to fill the unexpired term of

any director removed shall be deemed to create a vacancy in the board.

Section 2.05. Vacancies. The remaining

directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any vacancy in the board for the unexpired term. A vacancy in the board exists within the meaning of this

Section 2.05 in case the shareholders increase the authorized number of directors but fail at the meeting at which such increase is authorized, or an adjournment thereof, to elect the additional directors provided for, or in case the shareholders

fail at any time to elect the whole authorized number of directors.

Section 2.06. Meetings. A meeting of the

directors shall be held immediately following the adjournment of each annual meeting of shareholders at which directors are elected, and notice of such meeting need not be given. The directors shall hold such other meetings as may from time to time

be called, and such other meetings of directors may be called only by the chairman of the board, the president, or any two directors. All meetings of directors shall be held at the principal office of the corporation in Gallipolis or at such other

place from time to time determined by a resolution. Meetings of the directors may be held through any communications equipment if all persons participating can hear each other and participation in a meeting pursuant to this provision shall

constitute presence at such meeting.

Section 2.07. Notice of Meetings. Notice of

the time and place of each meeting of directors for which such notice is required by law, the Articles, the Regulations or the By-Laws shall be given to each of the directors by at least one of the following methods:

(A)

In a writing mailed not less than three days before such meeting and addressed to

the residence or usual place of business of a director, as such address appears on

the records of the corporation; or

(B) By telegraph, cable, radio, wireless, telephonic facsimile, or a writing sent or

delivered to the residence or usual place of business of a director as the same

appears on the records of the corporation, not later than the day before the date on

which such meeting is to be held; or

(C)

Personally or by telephone not later than the day before the date on which such

meeting is to be held.

Notice given to a director by any one of the methods specified in the Regulations shall be sufficient, and the method of giving notice to all directors need

not be uniform. Notice of any meeting of directors may be given only by the chairman of the board, the president or the secretary of the corporation. Any such notice need not specify the purpose or purposes of the meeting. Notice of adjournment of

a meeting of directors need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

Section 2.08. Waiver of Notice. Notice of any

meeting of directors may be waived in writing, either before or after the holding of such meeting, by any director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any director at any meeting of

directors without protesting, prior to or at the commencement of the meeting, the lack of proper notice, shall be deemed to be a waiver by him of notice of such meeting.

Section 2.09. Quorum. A majority of the whole

authorized number of directors shall be necessary to constitute a quorum for a meeting of directors, except that a majority of the directors in office shall constitute a quorum for filling a vacancy in the board. The act of a majority of the

directors present at a meeting at which a quorum is present is the act of the board, except as otherwise provided by law, the Articles or the Regulations.

Section 2.10. Executive Committee. The

directors may create an executive committee or any other committee of directors, to consist of not less than three directors, and may authorize the delegation to such executive committee or other committees of any of the authority of the directors,

however conferred, other than that of filling vacancies among the directors or in the executive committee or in any other committee of the directors.

Such executive committee or any other committee of directors shall serve at the pleasure of the directors, shall act only in the intervals

between meetings of the directors, and shall be subject to the control and direction of the directors. Such executive committee or other committee of directors may act by a majority of its members at a meeting or by a writing or writings signed by

all of its members.

Any act or authorization of any act by the executive committee or any other committee within the authority delegated to it shall be as

effective for all purposes as the act or authorization of the directors. No notice of a meeting of the executive committee or of any other committee of directors shall be required. A meeting of the executive committee or of any other committee of

directors may be called only by the president or by a member of such executive or other committee of directors. Meetings of the executive committee or of any other committee of directors may be held through any communications equipment if all

persons participating can hear each other and participation in such a meeting shall constitute presence thereat.

Section 2.11. Compensation. Directors shall be

entitled to receive as compensation for services rendered and expenses incurred as directors, such amounts as the directors may determine.

Section 2.12. By-Laws. The directors may

adopt, and amend from time to time, By-Laws for their own government, which By-Laws shall not be inconsistent with the law, the Articles or the Regulations.

ARTICLE THREE

OFFICERS

Section 3.01. Officers. The officers of the

corporation to be elected by the directors shall be a president, a secretary, a treasurer, and, if desired, one or more vice presidents and such other officers and assistant officers as the directors may from time to time elect. The directors shall

elect a chairman of the board, who must be a director, to serve at the pleasure of the directors. Officers need not be shareholders of the corporation, and may be paid such compensation as the board of directors may determine. Any two or more

offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law, the Articles, the Regulations or by By-Laws to be executed, acknowledged, or

verified by two or more officers.

Section 3.02. Tenure of Office. The officers

of the corporation shall hold office at the pleasure of the directors. Any officer of the corporation may be removed, either with or without cause, at any time, by the affirmative vote of a majority of all the directors then in office. Such

removal, however, shall be without prejudice to the contract rights, if any, of the person so removed.

Section 3.03. Chief Executive Officer. The

chief executive officer of the corporation, who shall be either the chairman of the board or the president (or if the officer designated as chief executive officer shall be absent or unable to act, the vice president authorized to perform the duties

of the president), shall be such officer who from time to time is so designated by the directors. In the absence of any designation by the directors, the president shall be the chief executive officer. The chief executive officer shall have general

and active management of the business of the corporation and shall see that all orders and regulations of the directors are carried into effect. The chief executive officer shall perform all duties incident to the office of chief executive officer

and shall have and may exercise such other powers and duties as from time to time may be conferred upon or assigned to him by the directors. It shall be the duty of the chief executive officer to preside at all meetings of shareholders.

Section 3.04. Duties of the Chairman of the Board.

The chairman of the board shall preside at all meetings of the directors. He shall have such other powers duties as the directors shall from time to time assign to him.

Section 3.05. Duties of the President. Among

such powers and duties as the directors may from time to time assign to him, the president shall have the power and authority to sign all certificates evidencing shares of the corporation and all deeds, mortgages, bonds, contracts, notes and other

instruments requiring the signature of the president of the corporation.

Section 3.06. Duties of the Vice Presidents.

In the absence of the president or in the event of his inability or refusal to act, the vice president, if any (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation,

then in the order of their election), shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all restrictions upon the president. The vice presidents shall perform such other duties and have

such other powers as the directors may from time to time prescribe.

Section 3.07. Duties of the Secretary. It

shall be the duty of the secretary, or of an assistant secretary, if any, in case of the absence or inability to act of the secretary, to keep minutes of all the proceedings of the shareholders and the directors and to make a proper record of the

same; to perform such other duties as may be required by law, the Articles or the Regulations; to perform such other and further duties as may from time to time be assigned to him by the directors or the president; and to deliver all books, paper and

property of the corporation in his possession to his successor, or to the president.

Section 3.08. Duties of the Treasurer. The

treasurer, or an assistant treasurer, if any, in case of the absence or inability to act of the treasurer, shall receive and safely keep in charge all money, bills, notes, choses in action, securities and similar property belonging to the

corporation, and shall do with or disburse the same as directed by the president or the directors; shall keep an accurate account of the finances and business of the corporation, including accounts of its assets, liabilities, receipts, disbursements,

gains, losses, stated capital and shares, together with such other accounts as may be required and hold the same open for inspection and examination by the directors; shall give bond in such sum with such security as the directors may require for the

faithful performance of his duties; shall, upon the expiration of his term of office, deliver all money and other property of the corporation in his possession or custody to his successor or the president; and shall perform such other duties as from

time to time may be assigned to him by the directors.

ARTICLE FOUR

Section 4.01. Certificates. Certificates

evidencing ownership of shares of the corporation shall be issued to those entitled to them. Each certificate evidencing shares of the corporation shall bear a distinguishing number; the signatures of the chairman of the board, the president, or a

vice president, and of the secretary, an assistant secretary, the treasurer or an assistant treasurer (except that, when any such certificate is countersigned by an incorporated transfer agent or registrar, such signatures may be facsimile, engraved,

stamped or printed); and such recitals as may be required by law. Certificates evidencing shares of the corporation shall be of such tenor and design as the directors may from time to time adopt and may bear such recitals as are permitted by law.

Section 4.02. Transfers. Where a certificate

evidencing a share or shares of the corporation is presented to the corporation or its proper agents with a request to register transfer, the transfer shall be registered as requested if:

(1) An appropriate person signs on each certificate so presented or signs on a separate document an assignment or transfer of shares

evidenced by each such certificate, or signs a power to assign or transfer such shares, or when the signature of an appropriate person is written without more on the back of each such certificate; and

(2) Reasonable assurance is given that the indorsement of each appropriate person is genuine and effective; the corporation or its agents

may refuse to register a transfer of shares unless the signature of each appropriate person is guaranteed by a commercial bank or trust company or by a firm having membership in the New York Stock Exchange; and

(3) All applicable laws relating to the collection of transfer or other taxes have been complied with; and

(4) The corporation or its agents are not otherwise required or permitted to refuse to register such transfer.

Section 4.03. Transfer Agents and Registrars.

The directors may appoint one or more agents to transfer or to register shares of the corporation, or both.

Section 4.04. Lost, Wrongfully Taken or Destroyed

Certificates. Except as otherwise provided by law, where the owner of a certificate evidencing shares of the corporation claims that such certificate has been lost, destroyed or wrongfully taken, the directors must cause the

corporation to issue a new certificate in place of the original certificate if the owner:

(1) So requests before the corporation has notice that such original certificate has been acquired by a bona fide purchaser; and

(2) Files with the corporation, unless waived by the directors, an indemnity bond, with surety or sureties satisfactory to the

corporation, in such sums as the directors may, in their discretion, deem reasonably sufficient as indemnity against any loss or liability that the corporation may incur by reason of the issuance of each such new certificate; and

(3) Satisfies any other reasonable requirements which may be imposed by the directors, in their discretion.

Section 4.05. Uncertificated Shares. Anything

contained in this Article Fourth to the contrary notwithstanding, the directors may provide by resolution that some or all of any or all classes and series of shares of the corporation shall be uncertificated shares, provided that such resolution

shall not apply to (A) shares of the corporation represented by a certificate until such certificate is surrendered to the corporation in accordance with applicable provisions of Ohio law or (B) any certificated security of the corporation issued in

exchange for an uncertificated security in accordance with applicable provisions of Ohio law. The rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the

same class and series shall be identical, except as otherwise expressly provided by law.

ARTICLE FIVE

INDEMNIFICATION AND INSURANCE

Section 5.01. Mandatory Indemnification. The

corporation shall indemnify any officer or director of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or

investigative (including, without limitation, any action threatened or instituted by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the

request of the corporation as a director, trustee, officer, employee or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, against expenses (including, without

limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good

faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. A person claiming

indemnification under this Section 5.01 shall be presumed, in respect of any act or omission giving rise to such claim for indemnification, to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best

interests of the corporation, and with respect to any criminal matter, to have had no reasonable cause to believe his conduct was unlawful, and the termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a

plea of nolo contendere or its equivalent, shall not, of itself, rebut such presumption.

Section 5.02. Court-Approved Indemnification.

Anything contained in the Regulations or elsewhere to the contrary notwithstanding:

(A) the corporation shall not indemnify any officer or director of the of the corporation who was a party to any completed action or suit instituted by or in

the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer,

employee or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter asserted in such action or suit as to which he shall have been

adjudged to be liable for acting with reckless disregard for the best interests of the corporation or misconduct (other than negligence) in the performance of his duty to the corporation unless and only to the extent that the Court of Common Pleas of

Gallia County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances of the case, he is fairly and reasonably entitled to such

indemnity as such Court of Common Pleas of such other court shall deem proper; and

(B) the corporation shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this

Section 5.02.

Section 5.03. Indemnification for Expenses.

Anything contained in the Regulations or elsewhere to the contrary notwithstanding, to the extent that an officer or director of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to

in Section 5.01, or in defense of any claim, issue or matter therein, he shall be promptly indemnified by the corporation against expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees, and transcript costs)

actually and reasonably incurred by him in connection therewith.

Section 5.04. Determination Required. Any indemnification

required under Section 5.01 and not precluded under Section 5.02 shall be made by the corporation only upon a determination that such indemnification of the officer or director is proper in the circumstances because he has met the applicable standard

of conduct set forth in Section 5.01. Such determination may be made only (A) by a majority vote of a quorum consisting of directors of the corporation who were not and are not parties to, or threatened with, any such action, suit or proceeding, or

(B) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been

retained by or who has performed services for the corporation, or any person to be indemnified, within the past five years, or (C) by the shareholders, or (D) by the Court of Common Pleas of Gallia County, Ohio or (if the corporation is a party

thereto) the court in which such action, suit or proceeding was brought, if any; any such determination may be made by a court under division (D) of this Section 5.04 at any time [including, without limitation, any time before, during or after the

time when any such determination may be requested of, be under consideration by or have been denied or disregarded by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the shareholders under

division (C) of this Section 5.04]; and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under division (A) or by independent legal counsel under

division (B) or by the shareholders under division (C) of this Section 5.04 shall be evidence in rebuttal of the presumption recited in Section 5.01. Any determination made by the disinterested directors under division (A) or by independent legal

counsel under division (B) of this Section 5.04 to make indemnification in respect of any claim, issue or matter asserted in an action or suit threatened or brought by or in the right of the corporation shall be promptly communicated to the person

who threatened or brought such action or suit, and within ten (10) days after receipt of such notification such person shall have the right to petition the Court of Common Pleas of Gallia County, Ohio or the court in which such action or suit was

brought, if any, to review the reasonableness of such determination.

Section 5.05. Advances for Expenses. Expenses

(including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) incurred in defending any action, suit or proceeding referred to in Section 5.01 shall be paid by the corporation in advance of the final

disposition of such action, suit or proceeding to or on behalf of the officer or director promptly as such expenses are incurred by him, but only if such officer or director shall first agree, in writing, to repay all amounts so paid in respect of

any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he shall not have been successful on the merits or otherwise:

(A) if it shall ultimately be determined as provided in Section 5.04 that he is not entitled to be indemnified by the corporation as

provided under Section 5.01; or

(B) if, in respect of any claim, issue or other matter asserted by or in the right of the corporation in such action or suit, he shall

have been adjudged to be liable for acting with reckless disregard for the best interests of the corporation or misconduct (other than negligence) in the performance of his duty to the corporation, unless and only to the extent that the Court of

Common Pleas of Gallia County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances, he is fairly and reasonably entitled to all

or part of such indemnification.

Section 5.06. Article Five Not Exclusive. The

indemnification provided by this Article Five shall not be exclusive of, and shall be in addition to, any other rights to which

any person seeking indemnification may be entitled under the Articles or the Regulations or

any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity

while holding such office, and shall continue as to a person who has ceased to be an officer or director of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 5.07. Insurance. The corporation may

purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters of credit, or self-insurance, on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or

was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, against any liability

asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the obligation or the power to indemnify him against such liability under the provisions of this Article

Five. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.

Section 5.08. Certain Definitions. For

purposes of this Article Five, and as examples and not by way of limitation:

(A) A person claiming indemnification under this Article 5 shall be deemed to have been successful on the merits or otherwise in defense

of any action, suit or proceeding referred to in Section 5.01, or in defense of any claim, issue or other matter therein, if such action, suit or proceeding shall be terminated as to such person, with or without prejudice, without the entry of a

judgment or order against him without a conviction of him without the imposition of a fine upon him and without his payment or agreement to pay any amount in settlement thereof (whether or not any such termination is based upon a judicial or other

determination of the lack of merit of the claims made against him or otherwise results in a vindication of him); and

(B) References to an “other enterprise” shall include employee benefit plans; references to a “fine” shall include any excise taxes

assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves

services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the

participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” within the meaning of that term as used in this Article Five.

Section 5.09. Venue. Any action, suit or

proceeding to determine a claim for indemnification under this Article Five may be maintained by the person claiming such indemnification, or by the corporation, in the Court of Common Pleas of Gallia County, Ohio.

The corporation and (by claiming such indemnification) each such person consent to the exercise of jurisdiction over its or his person by the Court of Common

Pleas of Gallia County, Ohio in any such action, suit or proceeding.

ARTICLE SIX

MISCELLANEOUS

Section 6.01. Amendments. Except as may be

otherwise provided in the Articles, the shareholders may amend the Regulations, or adopt new Regulations, at a meeting of the shareholders by the affirmative vote of the holders of shares entitling them to exercise not less than a majority of the

voting power of the corporation on such proposal. The Regulations may also be amended by the Board of Directors to the extent permitted by the Ohio General Corporation Law.

Section 6.02. Action by Shareholders or Directors Without

a Meeting. Anything contained in the Regulations to the contrary notwithstanding, any action which may be authorized or taken at a meeting of the shareholders or of the directors or of a committee of the directors, as the case may be,

may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose, or all the

directors, or all the members of such committee of the directors, respectively, which writings shall be filed with or entered upon the records of the corporation.

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