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                                                                     Exhibit 3.1

                            ARTICLES OF INCORPORATION

                                       OF

                  UNITED COMMUNITY BANKSHARES OF FLORIDA, INC.

         The undersigned, being of legal age and desiring to form a corporation
(hereinafter referred to as the "Corporation") pursuant to the provisions of the
Florida Business Corporation Act, as amended (such Act, as amended from time to
time, is hereinafter referred to as the "Act"), executes the following Articles
of Incorporation.

                                    ARTICLE I

                                      Name

         The name of the Corporation is United Community Bankshares of Florida,
Inc.


                                   ARTICLE II

                                    Duration

         This Corporation shall commence its existence immediately upon the
filing of these Articles of Incorporation and shall have perpetual duration
unless sooner dissolved according to law.

                                   ARTICLE III

                           Purpose and General Powers

         The general purpose of the Corporation shall be the transaction of any
and all lawful business for which corporations may be incorporated under the
Act. The Corporation shall have all of the powers enumerated in the Act and all
such other powers as are not specifically prohibited to corporations for profit
under the laws of the State of Florida.


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                                   ARTICLE IV

                                  Capital Stock

         A.       Number and Class of Shares Authorized; Par Value.

                  The Corporation is authorized to issue the following shares of
capital stock:

                  (1) Common Stock. The aggregate number of shares of common
stock (referred to in these Articles of Incorporation as "Common Stock") which
the Corporation shall have authority to issue is 20,000,000 with a par value of
$0.01 per share.

                  (2) Preferred Stock. The aggregate number of shares of
preferred stock (referred to in these Articles of Incorporation as "Preferred
Stock") which the Corporation shall have authority to issue is 3,000,000 with a
par value of $.01 per share.

         B.       Description of Remaining Shares of Preferred Stock.

                  The terms, preferences, limitations and relative rights of the
shares of Preferred Stock are as follows:

                  (1) The Board of Directors is expressly authorized at any time
and from time to time to provide for the issuance of shares of Preferred Stock
in one or more series, with such voting powers, full or limited (including, by
way of illustration and not limitation, in excess of one vote per share), or
without voting powers, and with such designations, preferences and relative
participating, option or other rights, qualifications, limitations or
restrictions, as shall be fixed and determined in the resolution or resolutions
providing for the issuance thereof adopted by the Board of Directors, and as are
not stated and expressed in these Articles of Incorporation or any amendment
hereto, including (but without limiting the generality of the foregoing) the
following:

                           (a) The distinctive designation of such series and
         the number of shares which shall constitute such series, which number
         may be increased (except where otherwise provided by the Board of
         Directors in creating such series) or decreased (but not below the
         number of shares thereof then outstanding) from time to time by
         resolution of the Board of Directors; and

                           (b) The rate and manner of payment of dividends
         payable on shares of such series, including the dividend rate, date of
         declaration and payment, whether dividends shall be cumulative, and the
         conditions upon which and the date from which such dividends shall be
         cumulative; and


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                           (c) Whether shares of such series shall be redeemed,
         the time or times when, and the price or prices at which, shares of
         such series shall be redeemable, the redemption price, the terms and
         conditions of redemption, and the sinking fund provisions, if any, for
         the purchase or redemption of such shares; and

                           (d) The amount payable on shares of such series and
         the rights of holders of such shares in the event of any voluntary or
         involuntary liquidation, dissolution or winding up of the affairs of
         the Corporation; and

                           (e) The rights, if any, of the holders of shares of
         such series to convert such shares into, or exchange such shares for,
         shares of Common Stock, other securities, or shares of any other class
         or series of Preferred Stock and the terms and conditions of such
         conversion or exchange; and

                           (f) The voting rights, if any, and whether full or
         limited, of the shares of such series, which may include no voting
         rights, one vote per share, or such higher number of votes per share as
         may be designated by the Board of Directors; and

                           (g) The preemptive or preferential rights, if any, of
         the holders of shares of such series to subscribe for, purchase,
         receive, or otherwise acquire any part of any new or additional issue
         of stock of any class, whether now or hereafter authorized, or of any
         bonds, debentures, notes, or other securities of the Corporation,
         whether or not convertible into shares of stock with the Corporation.

                  (2) Except in respect of the relative rights and preferences
         that may be provided by the Board of Directors as hereinbefore
         provided, all shares of Preferred Stock shall be identical, and each
         share of a series shall be identical in all respects with the other
         shares of the same series. When payment of the consideration for which
         shares of Preferred Stock are to be issued shall have been received by
         the Corporation, such shares shall be deemed to be fully paid and
         nonassessable.

         C.       Common Stock Voting Rights.

                  Each record holder of Common Stock shall be entitled to one
vote for each share held. Holders of Common Stock shall have no cumulative
voting rights in any election of directors of the Corporation.

         D.       Preemptive Rights.

                  Holders of Common Stock shall not have as a matter of right
any preemptive or preferential right to subscribe for, purchase, receive, or
otherwise acquire any part of any new or additional issue of


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stock of any class, whether now or hereafter authorized, or of any bonds,
debentures, notes, or other securities of the Corporation, whether or not
convertible into shares of stock of the Corporation.

                                    ARTICLE V

        Initial Registered Office and Agent; Principal Place of Business

         The initial registered office of this Corporation shall be located at
the City of Orlando, County of Orange and State of Florida, and its address
there shall be, at present, 1411 Edgewater Drive, Suite 200, Orlando, Florida
32804, and the initial registered agent of the Corporation at that address shall
be David G. Powers. The Corporation may change its registered agent or the
location of its registered office, or both, from time to time without amendment
of these Articles of Incorporation. The principal place of business and the
mailing address of the Corporation shall be: 1411 Edgewater Drive, Suite 200,
Orlando, Florida 32804.

                                   ARTICLE VI

                                    Directors

         The number of Directors of the Corporation shall be the number from
time to time fixed in accordance with the provisions of the bylaws of the
Corporation, but at no time shall the number of Directors be less than one.

                                   ARTICLE VII

                                  Incorporator

                  The name and street address of the person signing these
Articles of Incorporation as Incorporator are:

                        David G. Powers
                        1411 Edgewater Drive, Suite 200,
                        Orlando, Florida 32804

                                  ARTICLE VIII

                                     Bylaws

         The power to adopt, alter, amend or repeal bylaws shall be vested in
the Board of Directors.


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                                   ARTICLE IX

                                    Amendment

         This Corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, or any amendment hereto, and any
right conferred upon the shareholders is subject to this reservation.

                                    ARTICLE X

                              Headings and Captions

         The headings or captions of these various Articles of Incorporation are
inserted for convenience and none of them shall have any force or effect, and
the interpretation of the various articles shall not be influenced by any of
said headings or captions.

         IN WITNESS WHEREOF, the undersigned does hereby make and file these
Articles of Incorporation declaring and certifying that the facts stated herein
are true, and hereby subscribes thereto and hereunto sets his hand and seal this
12th day of April, 2002.


                                  /s/ David G. Powers
                                  ------------------------------------------
                                  David G. Powers


STATE OF FLORIDA                    )
COUNTY OF ORANGE                    )

         The foregoing instrument was acknowledged before me this 12th day of
April, 2002, by David G. Powers.


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                              /s/  John P. Greeley
                              -------------------------------------------------

                              Printed Name:      John P. Greeley
                                            -----------------------------------
                              Notary Public, State of Florida

Personally Known /X/ or Produced Identification / /
Type of Identification Produced
                               ------------------------------------------------


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                CERTIFICATE DESIGNATING PLACE OF BUSINESS FOR THE
                SERVICE OF PROCESS WITHIN FLORIDA AND REGISTERED
                      AGENT UPON WHOM PROCESS MAY BE SERVED

         In compliance with Sections 48.091 and 607.0501, Florida Statutes, the
following is submitted:

         United Community Bankshares of Florida, Inc. (the "Corporation")
desiring to organize as a domestic corporation or qualify under the laws of the
State of Florida has named and designated David G. Powers as its Registered
Agent to accept service of process within the State of Florida with its
registered office located at 1411 Edgewater Drive, Suite 200, Orlando, Florida
32804.

                                 ACKNOWLEDGMENT

         Having been named as Registered Agent for the Corporation at the place
designated in this Certificate, I hereby agree to act in this capacity; and I am
familiar with and accept the obligations relating to service as a registered
agent, as the same may apply to the Corporation; and I further agree to comply
with the provisions of Florida Statutes, Section 48.091 and all other statutes,
all as the same may apply to the Corporation relating to the proper and complete
performance of my duties as Registered Agent.

         Dated this 12th day of April, 2002.

                                      /s/ David G. Powers
                                      ------------------------------------------
                                      David G. Powers, Registered Agent

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