Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 20, 2021, the board of directors of MidWestOne Financial Group, Inc.
(the "Company") voted to amend and restate the Company's current bylaws as its
Third Amended and Restated Bylaws ("Third Amended and Restated Bylaws"). The
Third Amended and Restated Bylaws are effective as of January 20, 2021.

Amendments contained in the Third Amended and Restated Bylaws include the following:



(1) the addition of a new paragraph in Section 3.2 providing that: (a) the three
classes of directors shall be as nearly equal in number as possible, with the
term of office of one class expiring each year; (b) if the number of directors
is increased, additional directors may be elected by a majority of the directors
then in office and shall hold office until the next election of the class for
which such directors were chosen; and (c) at each annual meeting of
shareholders, the successors to the class of directors whose term is then
expiring shall be elected to hold office for a term expiring at the third
succeeding annual meeting (paragraph 2 of Section 3.2 of the Third Amended and
Restated Bylaws);

(2) the deletion of the requirements relating the number of Class I directors
previously selected by Central Bancshares, Inc. ("Central") because these
provisions expired upon the 2020 annual meeting of shareholders. These
requirements had been implemented in connection with the Company's merger with
Central on May 1, 2015 (Section 3.2 of the Third Amended and Restated Bylaws);

(3) the deletion of the requirement for supermajority approval by the board of
directors of: (a) a change in the Company's name; (b) a change in the location
of the Company's headquarters; (c) the removal of any director; (d) the approval
of certain sale or merger transactions; (e) the issuance of securities in
certain circumstances; and (f) the amendment of certain provisions of the
Company's bylaws; because these provisions expired on October 28, 2019. This
requirement had been implemented in connection with the Company's merger with
Central on May 1, 2015 (Section 3.7 of the Third Amended and Restated Bylaws);
and

(4) an amendment increasing the mandatory retirement age of directors from
seventy-two to seventy­five and requiring that directors reaching the age of
seventy-five automatically cease being a director at the close of business on
the day of the next shareholders' meeting at which directors are to be elected
(Section 3.14 of the Third Amended and Restated Bylaws).

The foregoing description of the Third Amended and Restated Bylaws does not purport to be complete and is qualified by reference to the full text of the Third Amended and Restated Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.




Item 9.01.  Financial Statements and Exhibits.
(d)  Exhibits.
                  Third Amended and Restated Bylaws of MidWestOne Financial

Group, Inc. as of January


  3.1             20, 2021.
104               Cover Page Interactive Data File (embedded within the Inline XBRL document)

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