EXHIBIT
3.1





AMENDED
ARTICLES OF INCORPORATION





OREGON
PACIFIC BANCORP





ARTICLE
I





(1)   The
name of the Corporation is Oregon Pacific Bancorp.





ARTICLE
II





(1) The
Corporation is authorized to issue one class of shares, consisting of 10,000,000
shares of common stock (“Common Stock”), no par value.





(2)
Holders of Common Stock are entitled to one vote per share on any matter
submitted to the shareholders. On dissolution of the Corporation, the holders of
Common Stock are entitled to receive the net assets of the Corporation
consistent with applicable law. Share of Common Stock shall be without
preemptive rights, and no shareholder of the Corporation shall have preemptive
rights.





ARTICLE
III





(1) The
Board of Directors (the "Board") shall supervise the business of the
Corporation.





(2) The
Board shall consist of not less than seven and not more than fifteen members. The exact
number of directors at any given time shall be fixed within these limits by the
Board in its discretion.





ARTICLE
IV





(1) No
director of the Corporation shall be personally liable to the Corporation or its
shareholders for monetary damages for conduct as a director, provided that this
Article shall not eliminate the liability of a director for (i) any breach of a
director's duty of loyalty to the Corporation
or its shareholders, (ii) acts or omissions of a director which are not in good
faith or which
involve intentional misconduct or a knowing violation of the law, (iii) any
distribution to a director which is unlawful under the provisions of ORS 60.367
or other applicable law, (iv) any transaction with the Corporation from which
the director derived an improper or illegal personal benefit, or (v) any act or
omission for which such elimination of liability is not permitted under the
Act.





(2) No
amendment to the Act that further limits the acts or omissions for which
elimination of liability is permitted shall affect the liability of a director
for any act or omission occurring prior to the effective date of the
amendment.





(3) If
the Act or other Oregon law is amended to authorize the elimination or
limitation of the liability of directors, then the liability of a director of
the Corporation shall be so eliminated or limited to the fullest extent
permitted by the Act or by Oregon law as so amended.








ARTICLE
V





(1) The
Corporation shall indemnify to the fullest extent not prohibited by the Act or
other law any current or former director, officer, employee or agent of the
Corporation who is made, or threatened to be made, a party to an action, suit or
proceeding, whether civil, criminal, administrative, investigative or other,
including an action, suit or proceeding by or in the right of the Corporation,
by reason of the fact that such person was or is a director, officer, employee
or agent of the Corporation or any of its subsidiaries, or was or is a fiduciary
within the meaning of the Employee Retirement Income Security Act of 1974 with
respect to any employee benefit plan of the Corporation or any of its
subsidiaries, or serves or served at the request of the  Corporation
as a director, officer, employee or agent, or as a fiduciary of an employee
benefit plan, of another corporation, partnership, joint venture, trust or other
enterprise.


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(2) The
Corporation may reimburse or pay for the reasonable expenses incurred by any
such current or former director in any such action, suit or proceeding in
advance of the final disposition of the same if the director sets forth in
writing (i) the director's good faith belief of entitlement to indemnification
under this Article, and (ii) the director's agreement to repay all advances if
it is ultimately determined that the director is not entitled to
indemnification.





(3) No
amendment to this Article that limits the Corporation's obligation to indemnify
any person shall have any effect on such obligation for any act or omission that
occurs prior to the later of the effective date of the amendment or the date on
which notice of the amendment is given to the person. This Article shall not be
deemed exclusive of any other provisions for indemnification or advancement of
expenses of directors, officers, employees, agents and fiduciaries that may be
part of or included in any statute, bylaw, agreement, general or specific action
of the Board, vote of shareholders or other document or arrangement. The
Corporation may enter into written agreements of indemnification.





ARTICLE
VI





The
street address and the mailing address of the initial registered office of the
Corporation is 1355 Highway 101, P. O. Box 22000, Florence, Oregon 97439, and
the name of its initial registered agent is Thomas K. Grove.





ARTICLE
VII





The name
and address of the incorporator is Bennett H. Goldstein, Attorney at Law, 2548 SW St.
Helens Court, Portland, Oregon 97201.





ARTICLE
VIII





The
mailing address for notices to the Corporation is c/o Thomas K. Grove, P. O. Box
22000, Florence, Oregon 97439.





ARTICLE
IX





(1)
Reverse Stock Split. On and as of March 18, 2008 at 5:00 p.m. Pacific Standard
Time (the “Reverse Effective Time”), each five hundred (500) issued and
outstanding shares of the corporation’s common stock shall automatically,
without further action on the part of the corporation or any holder of such
common stock, be reclassified and converted into one (1) share of the
corporation’s common stock (the “Reverse Stock Split”). The corporation will not
issue fractional shares in connection with this Reverse Stock Split. As a result
of the Reverse Stock Split, each shareholder of the corporation who held less
than five hundred (500) shares of the corporation’s common stock as of January
4, 2008 (“Holdings Record Date”) will only have the right to receive cash equal
to $13.00 multiplied by the number of shares owned by such shareholder as of the
Holdings Record Date, and such shareholder will no longer have any further right
to vote as a shareholder or otherwise share in the corporation’s assets,
earnings or profits following the Reverse Stock Split. As a result of the
Reverse Stock Split, each shareholder of record holding five hundred (500) or
more shares of the corporation’s common stock will continue as a shareholder
with respect to the full share or shares of common stock held by that
shareholder following and resulting from the Reverse Stock Split.





(2)
Forward Stock Split. On and as of March 19, 2008 at 5:00 p.m. Pacific Standard
Time (the “Forward Effective Time”), each one (1) share of the corporation’s
common stock then issued and outstanding will, without any further action on the
part of the corporation or any holder of such common stock, be re-classified as
and converted into five hundred (500) shares of the corporation’s common stock
(the “Forward Stock Split”).





(3) The
Reverse Stock Split and Forward Stock Split will be implemented through a book
entry method, and no paper certificates shall be issued.


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The
amendments to the Articles of Incorporation of the Corporation referenced in
Article IX of this Articles of Amendment were (i) adopted by the members of the
Corporation’s Board of Directors on December 17, 2007 and (ii) adopted by its
shareholders of the Corporation on March 13, 2008 in the manner prescribed by
Oregon law.








/s/
      Joanne ForsbergCFO
      andCorporate
      Secretary






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