EXHIBIT 3.1
                                   -----------
                                                          *FILED August 20, 1998
                                                       OREGON SECRETARY OF STATE
[SEAL OF STATE OF OREGON]
Phone: (503) 986-2200                    ARTICLES OF AMENDMENT 
Facsimile: (503) 378-4381                - Business/Professional/Nonprofit
--------------------------------------------------------------------------------
Secretary of State                   Check the appropriate box below:
Corporation Division                 |X| Business/Professional Corporation 
255 Capitol Street NE, Suite 151         (Complete 1,2,3,4,6,7)
Salem, OR  97310-1327                |_| Nonprofit Corporation
                                        (Complete only 1,2,3,5,6,7)

Registry Number:  150901-11
ATTACH ADDITIONAL SHEET IF NECESSARY
PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

1. NAME OF THE CORPORATION PRIOR TO AMENDMENT:            Centennial Bancorp
                                              ----------------------------------

2. STATE THE ARTICLE NUMBER(S) AND SET FORTH THE ARTICLE(S) AS IT IS AMENDED TO
   READ.  (Attach a separate sheet, if necessary.)    See Attachment A
                                                  ------------------------------

3. THE AMENDMENT WAS ADOPTED ON:                 May 20, 1998
                                ------------------------------------------------
   (If more than one amendment was adopted, identify the date of adoption of
    each amendment.)

                     BUSINESS/PROFESSIONAL CORPORATION ONLY
4. CHECK THE APPROPRIATE STATEMENT
<TABLE>
<CAPTION>

|X|        Shareholder action was required to adopt the amendment(s).  The vote was as follows:
----------------------- ---------------------- ---------------------- ---------------------- ---------------------
<S>                     <C>                    <C>                    <C>                    <C>
  Class or series of      Number of shares        Number of votes        Number of votes       Number of votes
        shares               outstanding        entitled to be cast         cast FOR             cast AGAINST
----------------------- ---------------------- ---------------------- ---------------------- ---------------------
----------------------- ---------------------- ---------------------- ---------------------- ---------------------
     Common Stock            14,543,909             14,543,909             11,820,393              130,137
----------------------- ---------------------- ---------------------- ---------------------- ---------------------
</TABLE>

|_|       Shareholder  action was not  required to adopt the  amendment(s).  The
amendment(s)  was adopted by the board of  directors without shareholder action.

|_|        The  corporation  has  not issued any shares of stock.  Shareholder  
action was not required to adopt the amendment(s).  The amendment(s) was adopted
by the incorporators or by the board of directors.

                           NONPROFIT CORPORATION ONLY
5. CHECK THE APPROPRIATE STATEMENT

|_|        Membership approval was not required.  The  amendment(s) was approved
by a sufficient  vote of the board of directors or incorporators.
<TABLE>
<CAPTION>

|_|        Membership approval was required.  The membership vote was as follows:
----------------------- ---------------------- ---------------------- ---------------------- ---------------------
<S>                     <C>                    <C>                    <C>                    <C>
  Class(es) entitled      Number of members       Number of votes        Number of votes       Number of votes
       to vote            entitled to vote      entitled to be cast         cast FOR             cast AGAINST
----------------------- ---------------------- ---------------------- ---------------------- ---------------------
----------------------- ---------------------- ---------------------- ---------------------- ---------------------

----------------------- ---------------------- ---------------------- ---------------------- ---------------------
</TABLE>

6. EXECUTION
   Printed Name            Signature                     Title
   Michael J. Nysingh      /s/ Michael J. Nysingh        Chief Financial Officer
   ------------------      ----------------------        -----------------------

7. CONTACT NAME                             DAYTIME PHONE NUMBER
   Nancy P. Hinnen                           (503) 802-2046
   ---------------                          --------------------

                                                      FEES
                         -------------------------------------------------------
                         Make  check  for $10 payable to "Corporation Division."
                         NOTE: Filing fees may  be paid with VISA or MasterCard.
                         The card number and expiration date should be submitted
                         on a separate sheet for your protection

<PAGE>








                                                                    ATTACHMENT A



         Article III of the Restated Articles of Incorporation,  as amended,  is
hereby amended to read as follows:

                                  ARTICLE III.

                  The total  number of shares of all  classes of stock which the
         Corporation  shall have authority to issue is 60 million shares divided
         into three classes, as follows:

                           Five  million  shares  of  voting   preferred  stock,
         without  par  value  (hereinafter  sometimes  referred  to  as  "Voting
         Preferred Stock");

                           Five million shares of preferred  stock,  without par
         value,  without voting rights,  except with respect to voting rights in
         the event of a default in the payment of any  dividend or with  respect
         to any  provisions  granting  the right to consent to the issuance of a
         different series of Preferred Stock which would materially or adversely
         affect the rights,  preferences or powers of such issuance (hereinafter
         sometimes referred to as "Non-voting Preferred Stock"); and

         Fifty  million shares of common  stock, without par value  (hereinafter
         sometimes referred to as "Common Stock").

<PAGE>


                                                        *FILED November 10, 1997
                                                       OREGON SECRETARY OF STATE
[SEAL OF STATE OF OREGON]
Phone: (503) 986-2200                            ARTICLES OF AMENDMENT -
Facsimile: (503) 378-4381                        Business/Professional/Nonprofit
--------------------------------------------------------------------------------
Secretary of State                         Check the appropriate box below:
Corporation Division                       |X| Business/Professional Corporation
255 Capitol Street NE, Suite 151               (Complete 1,2,3,4,6,7
Salem, OR  97310-1327                      |_| Nonprofit Corporation
                                              (Complete only 1,2,3,5,6,7)

Registry Number:  150901-11
ATTACH ADDITIONAL SHEET IF NECESSARY
PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

1. NAME OF THE CORPORATION PRIOR TO AMENDMENT:          Centennial Bancorp
                                              ----------------------------------

2. STATE THE ARTICLE NUMBER(S) AND SET FORTH THE ARTICLE(S) AS IT IS AMENDED TO 
   READ. (Attach a separate sheet, if necessary.)    See attached Exhibit A.
                                                 -------------------------------

3. THE  AMENDMENT  WAS  ADOPTED  ON:  October  29,  1997                       .
                                    --------------------------------------------
   (If more than one amendment was adopted, identify the date of adoption of
    each amendment.)

                     BUSINESS/PROFESSIONAL CORPORATION ONLY

4. CHECK THE APPROPRIATE STATEMENT
<TABLE>
<CAPTION>

|X|        Shareholder action was required to adopt the amendment(s).  The vote was as follows:
----------------------- ---------------------- ---------------------- ---------------------- ---------------------
<S>                     <C>                    <C>                    <C>                    <C>
  Class or series of      Number of shares        Number of votes        Number of votes       Number of votes
        shares               outstanding        entitled to be cast         cast FOR             cast AGAINST
----------------------- ---------------------- ---------------------- ---------------------- ---------------------
----------------------- ---------------------- ---------------------- ---------------------- ---------------------
     Common Stock             7,224,355              7,224,355              5,467,969              306,226
----------------------- ---------------------- ---------------------- ---------------------- ---------------------
</TABLE>

|_|        Shareholder action was not  required to adopt the  amendment(s).  The
amendment(s)  was adopted by the board of  directors without shareholder action.

|_|        The  corporation  has  not  issued  any shares of stock.  Shareholder
action was not required to adopt the amendment(s).  The amendment(s) was adopted
by the incorporators or by the board of directors.

                           NONPROFIT CORPORATION ONLY
5. CHECK THE APPROPRIATE STATEMENT

|_|        Membership approval was not required.  The amendment(s) was  approved
by a sufficient  vote of the board of directors or incorporators.
<TABLE>
<CAPTION>

|_|        Membership approval was required.  The membership vote was as follows:
----------------------- ---------------------- ---------------------- ---------------------- ---------------------
<S>                     <C>                    <C>                    <C>                    <C>
  Class or series of      Number of shares        Number of votes        Number of votes       Number of votes
        shares               outstanding        entitled to be cast         cast FOR             cast AGAINST
----------------------- ---------------------- ---------------------- ---------------------- ---------------------
----------------------- ---------------------- ---------------------- ---------------------- ---------------------

----------------------- ---------------------- ---------------------- ---------------------- ---------------------
</TABLE>

6. EXECUTION
   Printed Name            Signature                     Title
   Richard C. Williams     /s/ Richard D. Williams       President and
                                                         Chief Executive Officer
   -------------------     -----------------------       -----------------------

7. CONTACT NAME                                DAYTIME PHONE NUMBER
   Carol Dey Hibbs                                  (503) 802-2016
   ---------------                             --------------------


                                                  FEES
                         -------------------------------------------------------
                         Make  check for $10 payable  to "Corporation Division."

                         NOTE:  Filing fees may be paid with VISA or MasterCard.
                         The card number and expiration date should be submitted
                         on a separate sheet for your protection.





                       Exhibit A to Articles of Amendment
                                       of
                               CENTENNIAL BANCORP

                                  ARTICLE III.

               The  total  number of  shares  of  all classes of stock which the
         Corporation shall  have  authority  to issue is 60 million divided into
         three classes, as follows:

                           Five million shares of voting preferred stock, with a
         par value of $5.00  per share  (hereinafter  sometimes  referred  to as
         "Voting Preferred Stock");

                           Five million  shares of preferred  stock,  with a par
         value of $5.00 per share, without voting rights, except with respect to
         voting  rights in the event of a default in the payment of any dividend
         or with respect to any  provision  granting the right to consent to the
         issuance  of  a  different   series  of  Preferred  Stock  which  would
         materially  or adversely  affect the rights,  preferences  or powers of
         such  issuance  (hereinafter   sometimes  referred  to  as  "Non-voting
         Preferred Stock"); and

                           Fifty  million shares of common stock, with par value
         of  $2.00  per  share  (hereinafter  sometimes  referred  to as "Common
         Stock").




<PAGE>


                                                  THIS SPACE FOR OFFICE USE ONLY
                                                                          *FILED

                                                  IN THE OFFICE OF THE SECRETARY
                                                 OF STATE IN THE STATE OF OREGON

                                                                    May 25, 1990

                                                            CORPORATION DIVISION
Submit the Original
And One True Copy
(831.115) $10.00
                                 STATE OF OREGON
                              CORPORATION DIVISION
                               158 12th Street NE
                                 Salem, OR 97310

Registry Number:
  150901-11                 
      (If known)
                              ARTICLES OF AMENDMENT
                          By Directors or Shareholders

                    PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

1.   Name of the corporation prior to amendment:
           Valley West Bancorp
     ---------------------------------------------------------------------------

2.   State the article  number(s) and set forth t he article(s) as it is amended
     to read. (Attach additional sheets, if necessary.)

                                    ARTICLE I
                                 CORPORATE NAME
          The  name of the  Corporation  is Centennial  Bancorp and its duration
          shall be perpetual.

3.   The amendment was adopted on May 24, 1990.  (If more than one amendment was
     adopted, identify the date of adoption of each amendment.)

4. Shareholder  action was required to adopt the  amendment(s).  The shareholder
vote was as follows:
<TABLE>
<CAPTION>

----------------------- ---------------------- ---------------------- ---------------------- ---------------------
<S>                     <C>                    <C>                    <C>                    <C>
  Class or Series of      Number of Shares        Number of votes        Number of Votes       Number of Votes
        Shares               Outstanding        Entitled to be Cast         Cast For             Cast Against
----------------------- ---------------------- ---------------------- ---------------------- ---------------------
----------------------- ---------------------- ---------------------- ---------------------- ---------------------

     Common Stock             1,534,344              1,534,344              1,134,660               8,598
----------------------- ---------------------- ---------------------- ---------------------- ---------------------
</TABLE>

5.   |_|  Shareholder  action was not  required to adopt the  amendment(s).  The
     amendment was adopted by the board of directors without shareholder action.

6. Other provisions, if applicable (Attach additional sheets, if necessary).


Execution:  /s/ Michael J. Nysingh   Michael J. Nysingh  Chief Financial Officer
            --------------------------------------------------------------------
                   Signature          Printed Name                    Title

Person to contact about this filing:  Michael J. Nysingh         (503) 741-1737
                                      ------------------------------------------
                                         Name               Daytime phone number

Make checks payable to the Corporation  Division.  Submit the completed form and
fees to: Corporation Division, 158 12th Street NE, Salem, Oregon 97310-0210.  If
you have any questions, please call (503) 378-4166.



<PAGE>
                                                                          *FILED

                                                  IN THE OFFICE OF THE SECRETARY
                                                 OF STATE IN THE STATE OF OREGON

                                                              September 30, 1988

                                                            CORPORATION DIVISION
Submit the Original
And One True Copy
No Fee Required
                                 STATE OF OREGON
                              CORPORATION DIVISION
                               158 12th Street NE
                                 Salem, OR 97310

Registry Number:
  150901-11
----------------
(If known)

                       RESTATED ARTICLES OF INCORPORATION
                              Business Corporation

                    PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

1. Name of the corporation (prior to amendment):      VALLEY WEST BANCORP
                                                --------------------------------

2. New name of the corporation (if changed):
                                             -----------------------------------

3. A copy of the restated articles is attached.

4. Check the appropriate statement(s):

   |X| The  restated   articles   contain   amendments  which   do  not  require
       shareholder  approval. These  amendments  were  duly adopted by the Board
       of Directors.

   |_| The  restated  articles  contain  amendments  which  require  shareholder
       approval.  The date of adoption  of the  restated articles was___________
       , 19____ which is the  date of  adoption  of  amendments  included in the
       restated  articles.  The vote of the shareholders was as follows:
<TABLE>
<CAPTION>

----------------------- ---------------------- ---------------------- ---------------------- ---------------------
<S>                     <C>                    <C>                    <C>                    <C>
  Class or Series of      Number of Shares        Number of Votes        Number of Votes       Number of Votes
        Shares               Outstanding        Entitled to be Cast         Cast For             Cast Against
----------------------- ---------------------- ---------------------- ---------------------- ---------------------
----------------------- ---------------------- ---------------------- ---------------------- ---------------------


----------------------- ---------------------- ---------------------- ---------------------- ---------------------
</TABLE>

5. Other provisions, if applicable:


Execution:  /s/ Michael J. Nysingh   Michael J. Nysingh  Chief Financial Officer
            --------------------------------------------------------------------
                   Signature            Printed Name           Title

Person to contact about this filing:     Michael J. Nysingh       (503) 741-1737
                                      ------------------------------------------
                                              Name          Daytime phone number

Submit the original and a true copy to the Corporation Division, 158 12th Street
NE, Salem, Oregon 97310. There is no fee required. If you have questions, please
call (503) 378-4166.





<PAGE>


                       RESTATED ARTICLES OF INCORPORATION
                               VALLEY WEST BANCORP

                                   ARTICLE I.
                                   ----------
         The name of the  Corporation  is Valley West  Bancorp and its  duration
shall be perpetual.

                                   ARTICLE II.
                                   -----------
           The purposes for which the Corporation is organized are:
           (1)    To  own   and   hold   the   capital  stocks   of   state   or
                  federally-chartered banks.
           (2)    To engage in any lawful activity for  which  a corporation may
                  be organized under ORS Chapter 60.
           (3)    To  invest  and  reinvest  all or part of its  assets,  to the
                  extent permitted by applicable law, now or hereafter existing,
                  in any and all: obligations,  loans, notes, bonds, debentures,
                  warrants,  certificates  or other evidences of indebtedness of
                  any  person,  firm,  partnership,   association,  corporation,
                  cooperative,  trust,  business or investment trust, the United
                  States, any foreign country, or of any other state, territory,
                  governmental  district  agency or municipality  thereof;  real
                  property,   improved   or   unimproved,   of  every  kind  and
                  description   and  all  interests   and  estates   therein  of
                  whatsoever nature; personal property, or any interest therein,
                  including  but not  limited to,  contracts,  choses in action,
                  rights and powers,  all of which may be either  negotiable  or
                  non-negotiable;  securities,  common  or  preferred  stocks or
                  certificates   (participating,   voting  or  non-voting),   of
                  corporations,  cooperatives,  trusts or business or investment
                  trusts; oil and mineral rights,  leases and interests of every
                  kind and description;  and every other matter or thing,  real,
                  personal or mixed,  tangible or intangible,  of every kind and
                  description,  without  limitation  except as may be imposed by
                  applicable laws.
           (4)    To manage, sell, convey, transfer,  lease, mortgage, divide or
                  subdivide,  exchange or otherwise  dispose of or deal with, or

<PAGE>

                  to improve any and all of its  investments  and other real and
                  personal  property,  or any interest therein,  and to exercise
                  all rights,  privileges and powers with respect to all of such
                  investment,  real and personal  property,  including,  but not
                  limited to, voting shares, securities, stocks and certificates
                  and entering  into pooling and trust  agreements  with respect
                  thereto.
           (5)    To purchase,  take, receive,  lease or otherwise acquire, own,
                  hold,  improve,  use and deal with personal  property,  or any
                  interest  therein,  which it deems  necessary or convenient to
                  operate  its   business,   including,   but  not  limited  to,
                  mechanical, electrical and electronic computers and equipment,
                  and data processing and accounting  systems,  and to mortgage,
                  pledge,  sell, convey or otherwise transfer or dispose of such
                  personal property or any interest therein.
           (6)    To acquire by purchase,  occupation, lease, gift, exchange, or
                  otherwise, and to hold, occupy, improve, develop, subdivide or
                  partition,  lay out,  plat,  dedicate to public  use,  use and
                  enjoy,  rent,  lease,  convey,  contract to sell, or otherwise
                  dispose of and deal in real property,  improved or unimproved,
                  of every kind and  description  and all  interests and estates
                  therein of whatsoever  kind or nature,  and to erect,  occupy,
                  alter, manage,  maintain or tear down buildings and structures
                  of every kind and description.
           (7)    To carry on all or any of its  operations  and business and to
                  exercise  all  or  any of  its  powers  in any of the  states,
                  districts, territories or possessions of the United States and
                  in any and all foreign countries,  subject to the laws of such
                  states, districts, territories,  possessions or countries, and
                  to have one or more offices therein.
           (8)    To   make    contracts   with    individuals,    partnerships,
                  associations,   corporations,  other  business  or  commercial
                  entities,   governments  and  governmental   agencies,   incur
                  liabilities  and  obligations,  borrow or raise moneys at such
                  rates of interest as it may determine,  and to draw, discount,

<PAGE>

                  make, accept,  endorse,  execute,  issue, transfer and deliver
                  promissory notes, drafts, bills of exchange,  warrants, bonds,
                  debentures and other negotiable or non-negotiable  instruments
                  and  evidences  of  indebtedness  for  any of the  objects  or
                  purposes  of  the  Corporation  from  time  to  time,  without
                  limitation  as  to  amount,  and  to  secure  the  payment  or
                  performance  thereof and of the  interest  thereon by mortgage
                  upon or pledge, conveyance or assignment in trust of the whole
                  or any part of the property or income of this  Corporation and
                  to sell,  pledge or  otherwise  dispose of such bonds or other
                  obligations of this  Corporation  for its corporate  purposes,
                  and to make gifts of its property and assets for  educational,
                  scientific,  charitable,  religious,  civic and public welfare
                  purposes.
           (9)    To lend  money,  assets or credit for its  corporate  purposes
                  and,  at its  option,  to take  and  hold  real  and  personal
                  property,  tangible or  intangible,  and choses in action,  as
                  security for the payment of assets and credit so loaned.
           (10)   To assume, give assurances,  and guarantee the obligations and
                  liabilities,  contractual or otherwise,  of other persons, for
                  its corporate purposes.
           (11)   To acquire and pay for in cash, shares or other securities, or
                  property  of this  Corporation  or  otherwise,  the good will,
                  rights,  assets, and property,  and to undertake or assume the
                  whole or any part of the  obligations  or  liabilities  of any
                  person, firm, trust, association or corporation.
           (12)   To  take,  receive  or  acquire  by  way  of  purchase,  gift,
                  compromise   or  discharge  of  claims  or   indebtedness   or
                  otherwise, hold, own, pledge, transfer or otherwise dispose of
                  its own  shares and its other  securities  as long as it shall
                  not purchase, either directly or indirectly, its own shares in
                  violation of the laws of the State of Oregon.
           (13)   To enter  joint  enterprises  and to  become  a member  of any
                  lawful   associations  or   organizations   for  the  conduct,
                  proposition   and  pursuit  of  any  of  the  purposes  herein
                  enumerated and to promote corporations and other organizations
                  to be organized for any legal purpose.

<PAGE>

           (14)   In addition to the business,  objects and purposes  herein set
                  forth, to do anything necessary,  suitable,  useful, expedient
                  or convenient for the carrying on of any said  businesses,  or
                  purposes,  or for the exercise of any power, herein set forth,
                  or which at any time  shall  appear to be  beneficial  to this
                  corporation in connection therewith, or for the performance of
                  any or all acts expressly or impliedly  authorized or required
                  under  applicable  laws;  and to do any and all of the  things
                  herein set forth  either  alone or jointly  with  others,  and
                  either as principal for its own account, or as agent, trustee,
                  contractor,  broker,  factor  or  otherwise,  and to the  same
                  extent as fully as a natural  person  might or could do in the
                  State of Oregon, or elsewhere.
         The several  clauses  contained in the  statement of purposes  shall be
construed  both as purposes  and powers,  and the  statements  contained in each
clause,  except  where  otherwise  expressed,  shall  in no  way be  limited  or
restricted by reference to, or inference  from,  the terms of any other clauses,
but shall be regarded as independent purposes and powers. This Corporation shall
have all the  powers  now or  hereafter  conferred  by the laws of the  State of
Oregon and of any other state or country in which it may be  operating,  whether
or not such  powers  be  enumerated  in these  Articles  of  Incorporation.  The
business  or purpose of this  Corporation  is from time to time to do any one or
more of the acts and things herein set forth. The enumeration of specific powers
and purposes  shall not be held to limit or restrict in any manner any powers or
purposes  of  this  Corporation.   In  the  event  that  a  court  of  competent
jurisdiction should determine that any portion of any Article or part thereof is
unlawful or  unenforceable,  such  portion  shall be deemed  severable  from the
remainder of such Article or part  thereof,  and the  remainder  shall remain in
full force and effect.

                                  ARTICLE III.
                                  ------------
         The  total  number  of  shares  of  all  classes  of  stock  which  the
Corporation shall have authority to issue is twenty million (20,000,000) divided
into three classes, as follows:

<PAGE>

         Five million  (5,000,000)  shares of voting preferred stock, with a par
value of five dollars ($5.00) per share  (hereinafter  sometimes  referred to as
"Voting Preferred Stock");
         Five million (5,000,000) shares of preferred stock, with a par value of
five dollars  ($5.00) per share,  without  voting  rights except with respect to
voting  rights in the event of a default in the payment of any  dividend or with
respect to any  provision  granting  the right to consent to the  issuance  of a
different  series of Preferred Stock which would  materially or adversely affect
the  rights,  preferences  or powers  of such  issuance  (hereinafter  sometimes
referred to as "Non-voting Preferred Stock"); and
         Ten million  (10,000,000)  shares of common stock,  with a par value of
two  dollars  ($2.00) per  share  (hereinafter  sometimes referred to as "Common
Stock").

                                   ARTICLE IV.
                                   -----------
         The Board of Directors is expressly  authorized to adopt,  from time to
time by resolution,  the  designation of one or more series of Voting  Preferred
Stock,  or  one or  more  series  of  Non-voting  Preferred  Stock,  fixing  and
determining the relative rights and  preferences  thereof.  The authority of the
Board of Directors to designate  the  relative  rights and  preferences  between
series of Voting or Non-voting Preferred Stock shall include the following:
           (1)  The rate of dividend.
           (2)  Whether the shares can be  redeemed  and, if so, the  redemption
           price and the terms and  conditions  of  redemption.  (3) The  amount
           payable  upon the  shares in the event of  voluntary  or  involuntary
           liquidation.  (4) Sinking fund provisions, if any, for the redemption
           or purchase of the shares.
           (5) The terms and  conditions,  if any,  on which the  shares  may be
converted.

                                   ARTICLE V.
                                   ----------
         Subject to any rights to receive  dividends to which the holders of the
shares of Voting or Non-voting  Preferred Stock may be entitled,  the holders of
shares of Common  Stock  shall be  entitled  to receive  dividends,  if and when
declared,  payable from time to time by the Board of  Directors,  from any funds
legally available therefor.

<PAGE>

         Except as  provided  by law or these  Articles  of  Incorporation  with
respect  to voting by class,  each  outstanding  share of Common  Stock and each
outstanding share of Voting Preferred Stock of the Corporation shall entitle the
holder  thereof to one vote on each matter  submitted  to a vote at a meeting of
the shareholders.
                                   ARTICLE VI.
                                   -----------
         The  shareholders of the Corporation  shall have no preemptive right to
acquire  shares of the  Corporation  which would  otherwise  be available to the
shareholders pursuant to ORS 60.

                                  ARTICLE VII.
                                  ------------
         In  furtherance  and addition to, and not in  limitation  of the powers
conferred on directors by law, the Board of Directors is expressly authorized:
           (1)    To manage the business and affairs of this  Corporation and to
                  appoint  and  remove  all   officers,   agents,   fiduciaries,
                  employees,  contractors,  counsel,  auditors and others and to
                  fix their compensation.
           (2)    To exercise all powers  conferred on this  Corporation and all
                  powers  necessary  or proper to carry out the purposes of this
                  Corporation  which are not expressly  reserved to shareholders
                  by statute or these Articles of  Incorporation  and Amendments
                  thereto.
           (3)    To  adopt,  alter,  amend   or  repeal  the  By-Laws  of  this
                  Corporation except  as  the  By-Laws  may  otherwise  provide.
           (4)    To  fix  the compensation  of Directors.
           (5)    To authorize or cause  to  be  executed  mortgages, liens and 
                  encumbrances  upon  the  real  and  personal property  of this
                  Corporation.
           (6)    To set apart out of any of the net  profits  arising  from the
                  business of this  Corporation  a reserve or  reserves  for any
                  proper purpose or to abolish any such reserve in the manner in
                  which it was created.

<PAGE>

           (7)    To fill any  vacancy on the Board of  Directors  occurring  by
                  reason of death, removal, inability to serve or resignation of
                  a  Director,  or by reason  of an  increase  in the  number of
                  Directors,  by  the  affirmative  vote  of a  majority  of the
                  remaining Directors.
           (8)    To provide  generally or  specifically  for the designation of
                  two or more  Directors to constitute  an Executive  Committee,
                  which committee may have and may exercise all the authority of
                  the Board of Directors in the management of this  Corporation,
                  excepting   only  the  authority  to  amend  the  Articles  of
                  Incorporation,  adopt  a  plan  of  merger  or  consolidation;
                  recommend  to the  shareholders  the  sale,  lease,  exchange,
                  mortgage,  pledge or other disposition of all or substantially
                  all the property and assets of this Corporation  other than in
                  the usual course of business;  recommend to the shareholders a
                  voluntary  dissolution  of  the  Corporation  or a  revocation
                  thereof; or amending the By-Laws of this Corporation.
           (9)    To distribute  assets of this  Corporation to the shareholders
                  in  partial  liquidation  out of  stated  capital  or  capital
                  surplus,  in  cash or  property,  in its  discretion,  if such
                  distribution is otherwise consistent with laws of the State of
                  Oregon.
           (10)   To create and issue  (whether  or not in  connection  with the
                  issuance and sale of any of this Corporation's shares or other
                  securities or obligations) warrants,  rights, options or other
                  obligations  convertible  into,  exchangeable for or entitling
                  the holder thereof to purchase from this  Corporation,  shares
                  of any class or  classes  of  stock.  Such  warrants,  rights,
                  options or other obligations shall be evidenced in such manner
                  as the Board of  Directors  shall  approve and shall set forth
                  the terms on which,  the time or times within  which,  and the
                  price or prices at which such shares may be purchased from the
                  Corporation  upon the exercise of any such  warrants,  rights,
                  options  or  other  obligations.  The  price or  prices  to be
                  received  for any shares,  to be issued  upon the  exercise of
                  such warrants,  rights, options or other obligations shall not
                  be less than the par value thereof. In the absence of fraud in

<PAGE>

                  the transaction,  the judgment of the Board of Directors as to
                  the value of the  consideration  received  for such  warrants,
                  rights,  options or other obligations or the shares underlying
                  them shall be conclusive.
           (11)   To issue authorized,  but unissued, shares of this Corporation
                  at such  times,  on such terms and for such type and amount of
                  consideration,  not less  than the par value  thereof  if such
                  shares  have  a par  value,  as the  Board  of  Directors  may
                  determine,  and the  judgment of the Board of  Directors as to
                  the judgment of the consideration received shall be conclusive
                  in the absence of fraud in the transaction.
           (12)   To purchase,  take, receive or otherwise  acquire,  hold, own,
                  pledge, sell, transfer or otherwise assign shares,  securities
                  or other  obligations  of this  Corporation  (whether  issued,
                  unissued,  or treasury  shares or  securities,  and whether in
                  connection   with  the   issuance   and  sale  of  any  stock,
                  obligations  or  other   securities  of  this  Corporation  or
                  otherwise)  at  such  times,  on  such  terms,  and  for  such
                  consideration, whether less than the par value thereof or not,
                  as the Board of Directors shall deem adequate.
           (13)   To purchase  shares or other  securities  of this  Corporation
                  without  limitation for the purpose of eliminating  fractional
                  shares,   collecting  or  compromising  indebtedness  of  this
                  Corporation,   paying  dissenting   shareholders  entitled  to
                  payment  for  their  shares  under  the  laws of the  State of
                  Oregon, or for effecting,  subject to the laws of the State of
                  Oregon,   the   retirement  of   redeemable   shares  of  this
                  Corporation by redemption or by purchase.

                                  ARTICLE VIII.
                                  -------------
        (1) Non-Derivative Actions.
            -----------------------
         Subject  to  the  provisions  of  Sections  (3)  and  (6)  below,   the
corporation shall indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding,   whether  civil,   criminal,   administrative,   or  investigative,
(including  all  appeals)  (other  than  an  action  by or in the  right  of the
corporation)  by reason of or arising  from the fact that the person is or was a

<PAGE>

director or officer of the corporation or one of its subsidiaries,  or is or was
serving at the request of the corporation as a director,  officer,  partner,  or
trustee of another foreign or domestic corporation,  partnership, joint venture,
trust,  employee benefit plan or other enterprise,  against reasonable  expenses
(including attorney's fees), judgments,  fines, penalties, excise taxes assessed
with  respect  to any  employee  benefit  plan and  amounts  paid in  settlement
actually and  reasonably  incurred by the person to be indemnified in connection
with such action,  suit or proceeding if the person acted in good faith, did not
engage in intentional  misconduct,  and, with respect to any criminal  action or
proceeding,  did not know the  conduct  was  unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
presumption  that the person did not act in good faith or,  with  respect to any
criminal  action  or  proceeding,  that the  person  knew that the  conduct  was
unlawful.
        (2) Derivative Actions.
            -------------------
         Subject  to  the  provisions  of  Sections  (3)  and  (6)  below,   the
corporation shall indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action  or  suit
(including  all  appeals)  by or in the right of the  corporation  to  procure a
judgment  in its favor by reason of or arising  from the fact that the person is
or was a director or officer of the corporation or one of its  subsidiaries,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
partner,  or trustee of another  foreign or domestic  corporation,  partnership,
joint  venture,  trust,  employee  benefit  plan or  other  enterprise,  against
reasonable expenses (including  attorneys' fees) actually incurred by the person
to be indemnified in connection with the defense or settlement of such action or
suit  if  the  person  acted  in  good  faith;   provided,   however,   that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which  such  person  shall  have  been  adjudged  to be  liable  for  deliberate
misconduct in the performance of that person's duty to the corporation,  for any
transaction in which the person received an improper personal  benefit,  for any
breach of the duty of loyalty to the  Corporation,  or for any  distribution  to
shareholders  which is unlawful under applicable  Oregon law, unless and only to
the  extent  that the  court in which  such  action  or suit was  brought  shall

<PAGE>

determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
        (3) Determination of Right To Indemnification in Certain Cases.
            -----------------------------------------------------------
         Subject to the provisions of Section (5) and (6) below, indemnification
under Sections (1) and (2) of this Article shall not be made by the  corporation
unless it is expressly  determined that  indemnification of the person who is or
was  an  officer  or  director,  or is or was  serving  at  the  request  of the
corporation as a director,  officer,  partner,  or trustee of another foreign or
domestic corporation,  partnership,  joint venture, trust, employee benefit plan
or other enterprise,  is proper in the circumstances  because the person has met
the  applicable  standard  of  conduct  set  forth in  Sections  (1) or (2) That
determination may be made by any of the following:
                  (a) By the Board of  Directors  by  majority  vote of a quorum
         consisting  of directors who are not or were not parties to the action,
         suit or proceeding;
                  (b) If a quorum cannot be obtained under paragraph (a) of this
         subsection,  by majority  vote of a committee  duly  designated  by the
         Board of Directors  consisting  solely of two or more  directors not at
         the time parties to the  proceeding  (directors  who are parties to the
         proceeding may participate in designation of the committee);
                  (c)  By  special  legal  counsel  selected  by  the  Board  of
         Directors or its  committee in the manner  prescribed in (a) or (b) or,
         if a quorum of the Board of Directors  cannot be obtained under (a) and
         a committee  cannot be  designated  under (b) the special legal counsel
         shall be  selected  by  majority  vote of the full Board of  Directors,
         including directors who are parties to the proceeding;
                  (d)      By the shareholders; or
                  (e)      By a court of competent jurisdiction.
         (4) Indemnification of Persons other than Officers or Directors.
             ------------------------------------------------------------
         Subject to the  provisions  of Section (6), in the event any person not
included  with the group of persons  referred to or in  Sections  (1) and (2) of
this  Article  was or is a party  or is  threatened  to be  made a party  to any
threatened,  pending or completed action,  suit or proceeding of a type referred

<PAGE>

to in Sections  (1) or (2) of this Article by reason of or arising from the fact
that such person is or was an employee or agent  (including  an attorney) of the
corporation or one of its  subsidiaries,  or is or was serving at the request of
the  corporation  as an employee or agent  (including  an  attorney)  of another
foreign or domestic  corporation,  partnership,  joint venture,  trust, employee
benefit plan or other enterprise, the Board of Directors of the corporation by a
majority  vote of a quorum  (whether or not such quorum  consists in whole or in
part of directors who were parties to such action,  suit or  proceeding)  or the
stockholders of the  corporation by a majority vote of the  outstanding  shares,
may,   but  shall  not  be  required  to,  grant  to  such  person  a  right  of
indemnification  to the extent  described in Sections (1) or (2) of this Article
as if the person were an officer or director referred to therein,  provided that
such person meets the applicable standard of conduct set forth in such Sections.
Furthermore,  the Board of Directors  may  designate by resolution in advance of
any action, suit or proceeding,  those employees or agents (including attorneys)
who shall have all rights of  indemnification  granted to officers and directors
under this Article.
         (5) Successful Defense.
             -------------------
         Notwithstanding any other provision of Sections (1), (2), (3) or (4) of
this  Article,  but subject to the  provisions  of Section  (6), to the extent a
director,  officer,  employee or agent  (including an attorney) is successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Sections (1), (2) or (4) of this Article,  or in defense of any claim,  issue
or matter therein,  that person shall be indemnified against expenses (including
attorneys fees) actually and reasonably incurred by him in connection therewith.
         (6) Condition Precedent to Indemnification
             --------------------------------------
             Under Sections (1), (2) or (4).
             -------------------------------
         Any person who desires to receive the benefits  otherwise  conferred by
Sections (1), (2) or (4) of this Article shall promptly  notify the  corporation
that the person has been named a defendant to an action, suit or proceeding of a
type  referred to in Sections (1), (2) or (4) and intends to rely upon the right
of  indemnification  described in Sections (1), (2) or (4) of this Article.  The
notice shall be in writing and mailed,  via registered or certified mail, return
receipt requested,  to the President of the corporation at the executive offices

<PAGE>

of the  corporation  or, in the event the notice is from the  President,  to the
registered agent of the corporation.  Failure to give the notice required hereby
shall entitle the Board of Directors of the  corporation by a majority vote of a
quorum  (consisting  of  directors  who,  insofar as  indemnity  of  officers or
directors is concerned, were not parties to such action, suit or proceeding, but
who,  insofar as indemnity of employees or agents is  concerned,  may or may not
have been parties) or the  stockholders  of the corporation by a majority of the
votes entitled to be cast by holders of shares of the corporation's  stock which
have unlimited  voting rights of the  corporation to make a  determination  that
such a failure was prejudicial to the corporation in the circumstances and that,
therefore,  the right to indemnification referred to in Sections (1), (2) or (4)
of this Article shall be denied in its entirety or reduced in amount.
         (7) Advances for Expenses.
             ----------------------
         Expenses  incurred by a person  indemnified  hereunder  in  defending a
civil,  criminal,  administrative  or investigative  action,  suit or proceeding
(including  all appeals) or threat  thereof,  may be paid by the  corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an  undertaking  by or on behalf of such person to repay such  expenses if it
shall ultimately be determined that the person is not entitled to be indemnified
by the corporation  and a written  affirmation of the person's good faith belief
that he or she has met the applicable standard of conduct.  The undertaking must
be a general  personal  obligation of the party  receiving the advances but need
not be secured and may be accepted  without  reference to  financial  ability to
make repayment.
         (8) Insurance.
             ----------
         The  corporation  may purchase and maintain  insurance on behalf of any
person who is or was a director,  officer,  employee or agent of the corporation
or  one  of  its  subsidiaries  or is or  was  serving  at  the  request  of the
corporation  as a  director,  officer,  partner,  trustee,  employee or agent of
another  foreign or domestic  corporation,  partnership,  joint venture,  trust,
employee benefit plan or other enterprise against any liability asserted against
and incurred by that person in any such  capacity,  or arising out of his status
as such,  whether or not the corporation  would have the power to indemnify that
person  against such  liability  under the  provisions  of this Article or under
applicable Oregon law.
         (9) Purpose and Exclusivity.
             ------------------------
         The indemnification referred to in the various Sections of this Article
shall be deemed  to be in  addition  to and not in lieu of any  other  rights to
which  those  indemnified  may be  entitled  under any  statute,  rule of law or
equity,  agreement, vote of the stockholders or Board of Directors or otherwise.
The corporation is authorized to enter into agreements of  indemnification.  The
purpose of this Article is to augment the  provisions of  applicable  Oregon law
dealing with indemnification.
         (10) Severability.
              -------------
         If any of the provisions of this Article are found, in any action, suit
or proceeding, to be invalid or ineffective,  the validity and the effect of the
remaining provisions shall not be affected.

                                   ARTICLE IX.
                                   -----------
         The  initial  registered  office  of the  corporation  shall be at 1377
Mohawk Boulevard, Springfield, Oregon 97477, and its initial registered agent at
such address is Richard C. Williams.

                                   ARTICLE X.
                                   ----------
         The number of  directors  constituting  the initial  Board of Directors
shall be six (6).  The names and  addresses  of the  persons who are to serve as
directors  until  the first  annual  meeting  of  shareholders  and until  their
successors shall be elected and qualified are as follows:

         Brian B. Obie                                  Robert S. Cochran
         2560 West 27th Street                          3275 Chevy Chase
         Eugene, OR 97402                               Eugene, OR 97401

         Richard C. Williams                            J. Douglas McKay
         515 Dartmoor Drive                             450 Stonegate Street
         Eugene, OR 97401                               Eugene, OR 97401

         Robert L. Newburn                              Clifton G. Christian
         420 Spyglass                                   39147 Camp Creek Road
         Eugene, OR 97402                               P.O. Box 118
                                                        Walterville, OR 97489



<PAGE>


                                   ARTICLE XI.
                                   -----------
         In construing  these Articles,  it is understood that if the context so
requires, the masculine pronoun shall be taken to mean and include the feminine.

                                  ARTICLE XII.
                                  ------------
         The name and address of the incorporator is as follows:

                  Kenneth E. Roberts, Jr.
                  1100 S.W. Sixth Avenue
                  Portland, Oregon 97204

                                  ARTICLE XIII.
                                  -------------
         No  director  of the  corporation  shall be  personally  liable  to the
corporation or its  stockholders for monetary damages for conduct as a director,
except that this  provision  shall not  eliminate  or limit the  liability  of a
director for any act or omission occurring prior to the date of adoption of this
Article and that this provision  shall not eliminate or limit the liability of a
director for (a) any breach of the director's duty of loyalty to the corporation
or its  stockholders;  (b) acts or omissions  not in good faith or which involve
intentional  misconduct or a knowing  violation of law; (c) any  distribution to
shareholders  which is unlawful  under Oregon law; or (d) any  transaction  from
which the  director  derived an improper  personal  benefit.  No amendment to or
repeal of this  Article  shall apply to or have any effect on the  liability  or
alleged  liability of any director of the corporation for or with respect to any
acts or omissions prior to such amendment or repeal.
         If Oregon  law is amended  to  authorize  the  further  elimination  or
limitation of the  liability of  directors,  then the liability of a director of
the corporation  shall be eliminated or limited to the fullest extent  permitted
by Oregon law, as so amended.