**EXHIBIT 3.1**

 

**AMENDED & RESTATED ARTICLES OF INCORPORATION**

**OF AMERICANWEST BANCORPORATION**

 

**ARTICLE I**

 

The name of the corporation is**AmericanWest Bancorporation.**

 

**ARTICLE II**

 

The general nature of the business of the corporation andthe objects and purposes proposed to be transacted, promoted and carried on by it are: 

 

(a) To acquire and hold banks and any other lawful activity permissible for bank holding companies. 

 

(b) To engage in the business of buying, leasing, renting other otherwise acquiring and owning real, personal or mixed property, improved or unimproved,or any right or interest therein of any kind, nature and description and wheresoever situated; and to hold, possess, enjoy, manage, improve, develop or otherwise control the same; to change, exchange, mortgage, pledge, hypothecate, sell, lease,assign, transfer or otherwise dispose of the property, any part thereof or any right or interest therein. 

 

(c) To buy, lease, purchase, hire or otherwise acquire and to hold, own, possess, enjoy, manage, develop, improve and control, build, erect, construct,reconstruct, remodel, repair or otherwise dispose of any lands buildings, offices, machinery, appliances, contrivances, rights, easements, permits, privileges, franchises, patents, trademarks, licenses and all other things, rights, privileges andproperty which may at any time or in any place be necessary, suitable, convenient or profitable in the judgment of the Board of Directors for the benefit and purposes of the corporation. 

 

(d) To manufacture goods, wares, merchandise and products of any nature and description found by the corporation to beuseful and valuable that it may desire to make, use or dispose of and to engage in the merchandising, buying, selling, trading, importing or exporting of its own products, equipment and chattels or the products of another, either wholesale or retailor both, either as agent, broker or manufacturer. 

 

(e) To own,lease, acquire, use and enjoy the benefits of trade names and to register or copyright the same; to deal in patented articles and obtain patents for its own inventions, formulas, principles or products and to deal in royalties, rights and privilegesand the like that are protected by law and prescription through invention, discovery or otherwise. 

 

(f) To engage in business with others as a joint venture and in general or limited partnerships. 

 

(g) To borrow money and make and issue notes, bonds, debentures, obligationsand evidences of indebtedness of all kinds whether secured by mortgage, pledge or otherwise, 

 

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without limit as to amount except as may be prohibited by statute and to secure the same by mortgage, pledge or otherwise and, generally, to make and performagreements and contracts of every kind and description. 

 

(h) Tosubscribe for and buy, purchase or otherwise acquire and to own, hold, possess or otherwise control and to sell, assign, transfer, mortgage or otherwise dispose of shares of capital stock, bonds or other securities of any other corporation orcorporations created and existing under the laws of the State of Washington or of any other state, territory, district, colonial possession or territorial acquisition of the United States or any foreign country and by its duly authorized officers orby proxy to vote such stock shares at any and all stockholders’ meetings of the corporation or corporations whose shares are so held and, while the owner thereof, to exercise all rights, powers, authorities and privileges of any otherstockholder of such corporation or corporations and to issue in exchange therefor and for the purpose of acquiring the same, its own stock, bonds, debentures or other securities or obligations. 

 

(i) To hold, sell, transfer and purchase with the earned and capital surplusavailable therefor, the shares of its own capital stock to the greatest extent permissible under any present or future law of the State of Washington. 

 

(j) To accept as full payment or as installment payments for its stock either cash, property or other valuable consideration as the Board of Directors maydetermine. 

 

(k) To appoint a duly authorized attorney-in-factwith full authority to bind this corporation in all matters and things as fully and completely as the officers of this corporation can do. 

 

(l) To issue its own bonds and debentures under such terms and conditions and to secure the same in such manner, as the Board of Directors shall determineand to provide that the interest for the payment of such bonds may be a first lien upon the net earnings of the corporation and to further provide that a certain percentage of the net earnings of this corporation may be placed in a sinking fund forthe retirement of the bonds, with sums so received being deducted as a fixed charge before the payment of any interest upon its preferred stock, if any, or the declaring of any dividends upon its common stock. 

 

(m) To conduct and carry on its business, or any part thereof, and toexercise all or any of its corporate powers and rights in the State of Washington and in the various states, territories, colonies and dependencies of the United States, in the District of Columbia and in all or any foreign country or countries.

 

(n) To adopt and enforce By-Laws for the government of itsaffairs, including the election and removal of any officer or director of this corporation; and 

 

FINALLY, this corporation has all powers and privileges in the matters and things herein mentioned and described, contemplated, or implied by anyreasonable intendment of these Articles to do all things in all manner and form as fully and completely as a natural person in law can do. 

 

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**ARTICLE III**

 

The existence of this corporation is perpetual. 

 

**ARTICLE IV**

 

Section 1. The capital stock of this corporation consists of fifteen million shares of common stock of no par value per share. 

 

Section 2. Each share of stock, when issued, shall be entitled to onevote. Cumulative voting for directors shall not be allowed. 

 

Section 3. This corporation shall not commence business until consideration of the value of at least $500 has been received for the issuance of shares. 

 

Section 4. All of the capital stock may be issued by the corporation from time to time for such consideration oflabor, services, money, or property as may be fixed by the Board of Directors and as authorized by law. 

 

Section 5. No shareholders shall have preemptive rights to acquire unissued shares of the corporation. 

 

**ARTICLE V**

 

No contracts or other transactions between the corporation and any other corporation (or partnership) and no act of thecorporation shall in any way be affected or invalidated by the fact that any of the directors of this corporation are pecuniarily interested in, or are directors or officers of such other corporation (or partnership); any director individually, orany firm of which any director may be a member, may be a party to or may be pecuniarily or otherwise interested in any contracts or transactions of the corporation, provided that the fact that he or such corporation is so interested is disclosed orknown to the Board of Directors or a majority thereof; and any director of the corporation who is also a director or officer of such other corporation or who is so interested may be counted in determining the existence of a quorum at any meeting ofthe Board of Directors of the corporation which authorizes any such contracts or transactions with like form and effect as if he were not such director or officer of such corporation or not so interested. 

 

**ARTICLE VI**

 

Section 1. The directors who shall manage the affairs of thecorporation shall not be less than five (5) nor more than twenty-five (25) in number to be elected annually by the common stockholders. The exact number shall be determined from time to time by a resolution of the Board of Directors or by aresolution of the shareholders at any annual or special meeting thereof. In case of vacancies in the Board of Directors by death, resignation or otherwise, a majority of the remaining directors may elect directors to fill the vacancies. 

 

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Section 2. The Board of Directors has the power and authority to make, alter, amend or repealBy-Laws of this corporation, subject to the power of the stockholders having voting power to alter, amend or repeal the By-Laws. 

 

Section 3. The Board of Directors has the power and authority to distribute to its shareholders assets, in cash or property, out of the capitalsurplus of the corporation to the extent provided by law. 

 

Section 4. The Board of Directors may by resolution passed by a majority of the entire Board of Directors designate one or more directors to constitute an executive committee, which shall have and exercise the authority of the Boardof Directors in the management of the business of the corporation to the extent provided in the resolution. 

 

**ARTICLE VII**

 

The name and Post Office address of each incorporator of the corporation is: 

 

Thomas H. Murphy
  
2100 Fourth & Blanchard Bldg.

Seattle, Washington98121

 

IN WITNESS WHEREOF, Ihave set my hand on this 22nd day of June 2004. 

 

 

/s/ WES COLLEY
Wes Colley, President & CEO
 

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