Exhibit 3.1  ARTICLES OF INCORPORATION
as in effect on December 31, 2003  ARTICLE I  The name of the corporation is:  CAPITAL CORP OF
THE WEST  ARTICLE II  The purpose of the corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of California other than the banking business, the
trust company business, or the practice of a profession permitted to be
incorporated by the California Corporations Code.  ARTICLE III  The corporations initial agent for service of process
is:  Thomas T. Hawker 1160 W. Olive
Avenue, Suite A Merced, California
95348  ARTICLE IV  The corporation is authorized to issue two classes of
shares, designated respectively Common Stock and Preferred Stock.  The number of shares of Common Stock which
the corporation is authorized to issue is 30,000,000 and the number of shares
of Preferred Stock which the corporation is authorized to issue is
10,000,000.  Upon amendment of this
Article to read as herein set forth, each outstanding share of Common Stock is
split up and converted into one and one-half (1 1⁄2) shares of Common Stock.  ARTICLE V  The Preferred shares may be issued from time to time
in one or more series.  The Board of
Directors is authorized to fix the number of shares of any series of Preferred
shares and to determine the designation of any such series.  The Board of Directors is also authorized to
determine or alter the rights, preferences, privileges, and restrictions
granted to or imposed upon any wholly unissued series of Preferred shares and,
within the limits and restrictions stated in any  
   resolution or resolutions of the Board of Directors originally fixing
the number of shares constituting any series, to increase or decrease (but not
below the number of shares of such series then outstanding) the number of
shares of any such series subsequent to the issue of shares of that series.  Series A
Junior Participating Preferred Stock:  Paragraph 1.  Designation and Amount.  The shares of such series shall be
designated as Series A Junior Participating Preferred Stock (the
Series A Preferred Stock) and the number of shares constituting the
Series A Preferred Stock shall be 400,000.  Such number of shares may be increased or decreased by resolution
of the Board of Directors; provided, that no decrease shall reduce the
number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.  Paragraph 2.  Dividends and Distributions.  (A)          Subject to the rights of the holders
of any shares of any series of Preferred Stock (or any similar stock) ranking
prior and superior to the Series A Preferred Stock with respect to
dividends, the holders of shares of Series A Preferred Stock, in
preference to the holders of Common Stock, no par value (the Common Stock),
of the Corporation, and of any other junior stock, shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, dividends payable in cash (each payment date
determined by the Board of Directors being referred to herein as a Dividend
Payment Date), commencing on the first Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Preferred Stock, in
an amount per share (subject to the provision for adjustment hereinafter set
forth) equal to 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind)
of all non-cash dividends or other distributions, other than a dividend payable
in shares of Common Stock or a subdivision of the outstanding shares of the
Common Stock (by reclassification or otherwise), declared on the Common Stock
since the immediately preceding Dividend Payment Date or, with respect to the
first Dividend Payment Date, since the first issuance of any share or fraction
of a share of Series A Preferred Stock. 
In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under the
preceding sentence shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.  2 
   (B)           The Corporation shall declare a
dividend or distribution on the Series A Preferred Stock as provided in
paragraph (A) of this Paragraph 2 immediately after it declares a
dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock).  (C)           The Board of Directors may fix a
record date for the determination of holders of shares of Series A
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be not more than 60 days prior
to the date fixed for the payment thereof.  Paragraph 3.  Voting Rights.  The holders of shares of Series A
Preferred Stock shall have the following voting rights:  (A)          Subject to the provision for
adjustment hereinafter set forth, each share of Series A Preferred Stock
shall entitle the holder thereof to 100 votes on all matters submitted to
a vote of the shareholders of the Corporation. 
In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision
or combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the number of votes per share to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such an event
shall be adjusted by multiplying such number by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.  (B)           Except as otherwise provided herein,
in any other Certificate of Amendment to the Articles of Incorporation or
Certificate of Determination creating a series of Preferred Stock or any
similar stock, or by law, the holders of shares of Series A Preferred
Stock and the holders of shares of Common Stock and any other capital stock of
the Corporation having general voting rights shall vote together as one class
on all matters submitted to a vote of shareholders of the Corporation.  (C)           Except as set forth herein, or as
otherwise provided by law, holders of Series A Preferred Stock shall have
no special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.  Paragraph 4.  Certain Restrictions.  (A)          Whenever quarterly dividends or other
dividends or distributions payable on the Series A Preferred Stock as
provided in Paragraph 2 are in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether or not declared, on shares of
Series A Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:  3 
   (i)            declare
or pay dividends, or make any other distributions, on any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock;  (ii)           declare
or pay dividends, or make any other distributions, on any shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except dividends paid
ratably on the Series A Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;  (iii)          redeem
or purchase or otherwise acquire for consideration shares of any stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such junior stock in
exchange for shares of any stock of the Corporation ranking junior (either as
to dividends or upon dissolution, liquidation or winding up) to the
Series A Preferred Stock; or  (iv)          redeem
or purchase or otherwise acquire for consideration any shares of Series A
Preferred Stock, or any shares of stock ranking on a parity with the
Series A Preferred Stock, except in accordance with a purchase offer made
in writing or by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series
or classes.  (B)           The Corporation shall not permit any
subsidiary of the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless the Corporation
could, under paragraph (A) of this Paragraph 4, purchase or otherwise
acquire such shares at such time and in such manner.  Paragraph 5.  Reacquired Shares.  Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof.  All such shares shall upon their
cancellation become authorized but unissued shares of Preferred Stock and may
be reissued as part of a new series of Preferred Stock subject to the
conditions and restrictions on issuance set forth herein, in the Articles of
Incorporation, or in any other Certificate of Amendment to the Articles of
Incorporation or Certificate of Determination creating a series of Preferred
Stock or any similar stock or as otherwise required by law.  Paragraph 6.  Liquidation, Dissolution or Winding Up.  Upon any liquidation, dissolution or winding
up of the Corporation, no distribution shall be made (1) to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock unless, prior
thereto, the holders of shares of Series A  4 
   Preferred Stock shall have received a minimum of $100.00 per
share, plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment, provided that
the holders of shares of Series A Preferred Stock shall be entitled to
receive an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock and all
such parity stock in proportion to the total amounts to which the holders of
all such shares are entitled upon such liquidation, dissolution or winding
up.  In the event the Corporation shall
at any time declare or pay any dividend on the Common Stock payable in shares
of Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the aggregate amount
to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under the proviso in clause (1) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.  Paragraph 7.  Consolidation, Merger, etc.  In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case each share of Series A
Preferred Stock shall at the same time be similarly exchanged or changed into
an amount per share, subject to the provision for adjustment hereinafter set
forth, equal to 100 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or exchanged.  In the event the Corporation shall at any
time declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock into a greater or lesser number
of shares of Common Stock), then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of
Series A Preferred Stock shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.  Paragraph 8.  No Redemption.  The shares of Series A Preferred Stock
shall not be redeemable.  Paragraph 9.  Rank.  The Series A Preferred Stock shall rank, with respect to the
payment of dividends and the distribution of assets, junior to all other series
of the Corporations Preferred Stock.  5 
   Paragraph 10.  Amendment.  The Articles of Incorporation shall not be amended in any manner
which would materially alter or change the powers, preferences or special
rights of the Series A Preferred Stock so as to affect them adversely
without, in addition to any other vote of shareholders required by law, the
affirmative vote of the holders of at least a majority of the outstanding
shares of Series A Preferred Stock, voting together as a single class.  Paragraph 11.  Fractional Shares.  The Series A Preferred Stock may be issued
in fractions of a share which shall entitle the holder, in proportion to such
holders fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of the Series A Preferred Stock.  ARTICLE
VI  The liability of the directors of the corporation for
monetary damages shall be eliminated to the fullest extent permissible under
California law as the same exists or may hereafter be amended.  Any repeal or modification of the foregoing
provisions of this Article VI by the shareholders of the corporation shall not
adversely affect any right or protection of a director of the corporation existing
at the time of such repeal or modification.  ARTICLE VII  As permitted by and within the limitations of Section
204(a)(11) of the California Corporations Code (the Code), the corporation is
specifically authorized, by bylaw, agreement or otherwise, to provide for
indemnification of its agents in excess of that expressly permitted by Section
317 of the Code.  ARTICLE
VIII  Any action required or permitted to be taken by the
shareholders of this corporation must be taken at a duly called annual meeting
or special meeting of the shareholders of the corporation and no action may be
taken by the written consent by the shareholders.  6