**Exhibit3.1**

**CHARTER**

**OF**

**AMERICAN PATRIOT FINANCIAL GROUP,INC.**

The undersigned person, having capacity to contractand act as the Incorporator of a corporation under the Tennessee BusinessCorporation Act, adopts the following Charter for such Corporation:

# 1.                                       Name.  The name of the Corporation is:

AMERICAN PATRIOT FINANCIAL GROUP, INC.

# 2.                                       Stock.  The authorized amount of common voting stockof the Corporation shall be six million (6,000,000) shares of common stockhaving $0.333 par value, that have unlimited voting rights and that areentitled to receive the net assets of the Corporation upon dissolution.  Except as provided in the Bylaws, there shallbe no preemptive rights for holders of common stock.

The authorized amount of preferred stock of theCorporation shall be one million (1,000,000) shares, but said preferred stockmay be increased or decreased from time to time in accordance with theprovisions of the laws of Tennessee. Except as otherwise limited by law, the Board of Directors shall beempowered to issue such stock in one or more series, and with such rights andpreferences and upon such terms, including convertibility, as the Board shalldetermine.

# 3.                                       RegisteredAgent.  The Corporation’s initialregistered office is 3095 East Andrew Johnson Highway, Greeneville,Tennessee  37745, which is located inGreene County, and its initial registered agent at that office is J. RobertGrubbs.

# 4.                                       Incorporator.  The Incorporator of the Corporation is:

Steven J. EisenCommerce Center211 Commerce Street, Suite 1000Nashville, Tennessee  37201

# 5.                                       PrincipalOffice.  The principal office of theCorporation is:

3095 East Andrew Johnson HighwayGreeneville, Tennessee  37745

# 6.                                       Profit.  The Corporation is for profit.

# 7.                                       Purpose.  The purpose or purposes for which theCorporation is organized are:

To acquire bypurchase, lease or otherwise, and to hold, operate, manage, develop, encumberand otherwise deal with any and all kinds of real and personal property and toengage in any business not prohibited by law under the laws of Tennessee; andto do any and all things necessary or incidental in the operation of suchbusiness or businesses.

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# 8.                                       Boardof Directors**.**  The property, affairs and business of thecorporation shall be managed by a Board of Directors.  The number of directors shall be as specifiedin the Bylaws of the corporation. The Board of Directors may change the numberof authorized directors from time to time by amending the bylaws pursuant to aresolution adopted by a majority vote of the entire Board of Directors.  No decrease in the number of directors shallshorten the term of any incumbent directors.

## (a)                                  Noticeof Nominations.  Directors shall beelected at the annual shareholders’ meeting, and nominations for directors mustbe mailed to and received by the secretary of the Corporation at the principaloffice of the Corporation not less than one hundred twenty (120) days prior tothe meeting at which directors are to be elected.

## (b)                                 Classes.  The Board of Directors shall be divided intothree (3) classes, designated Classes I, II and III, with each class to be asnearly equal in number as possible.  Thefirst term of office of the directors in Class I shall expire at the firstannual shareholders’ meeting that takes place after the election of thedirectors in Class I.  The first term ofoffice of the directors in Class II shall expire at the second annualshareholders’ meeting that takes place after the election of the directors inClass II.  The first term of office ofthe directors in Class III shall expire at the third annual shareholders’meeting that takes place after the election of the directors in Class III.  Subject to the foregoing, at each annualshareholders’ meeting, the successors to the class of directors whose termshall then expire shall be elected to hold office for a term expiring at thethird succeeding annual shareholders’ meeting and until their successors areelected and qualified.  A director neednot be a shareholder in order to be elected to the Board of Directors.

## (c)                                  Removal.  Any or all of the directors of theCorporation may be removed for cause by a vote of a majority of the entireBoard of Directors.  “Cause” shallinclude, but not be limited to, a director willfully or without reasonablecause being absent from any regular or special meeting for the purpose ofobstructing or hindering the business of the Corporation, final conviction of afelony, declaration of unsound mind by court order, adjudication of bankruptcyor conduct otherwise prejudicial to the interest of the Corporation.

## (d)                                 Vacancies.  Newly created directorships resulting from anincrease in the number of authorized directors and vacancies occurring in theBoard of Directors for any reason, including, without limitation, removal fromoffice by vote of the directors as herein provided, shall be filled only by avote of the majority of the directors then in office.  Any director so elected shall hold officeuntil the annual meeting of shareholders at which the term of the class towhich he has been elected expires.

## (e)                                  Powers.  In furtherance and not in limitation of thepowers conferred by the laws of the State of Tennessee, the Board of Directorsis expressly authorized and empowered:

### i)                                         Tomake, alter, amend and repeal the Bylaws, subject to the power of the shareholdersto alter or repeal the Bylaws made by the Board of Directors;

### ii)                                      Toauthorize and issue, without shareholder consent, obligations of theCorporation, secured and unsecured, under such terms and conditions as theBoard in its sole discretion may determine, and to pledge or mortgage assecurity therefor real or personal property of the Corporation, including afteracquired property;

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### iii)                                   Todetermine whether any and, if so, what part of the capital of the Corporationin compliance with applicable law shall be paid in dividends to theshareholders, and to direct and determine other use and disposition of any suchcapital;

### iv)                                  Toestablish bonus, profit sharing, stock option, or other types of incentivecompensation plans for the employees, including officers and directors of theCorporation; to fix the amount of profits to be shared or distributed; and todetermine the persons who participate in any such plans and the amount of theirrespective participations;

### v)                                     Todesignate by resolution or resolutions passed by a majority of the whole Boardone or more committees, each consisting of two (2) or more directors, which, tothe extent permitted by law and authorized by the resolution or the Bylaws,shall have and may exercise the powers of the Board;

### vi)                                  Toelect such officers as the Board may deem necessary, who shall have suchauthority and perform such duties as may be prescribed from time to time by theBoard;

### vii)                               Toprovide for the reasonable compensation of its own members in the Bylaws and tofix the terms and conditions upon which such compensation will be paid;

### viii)                            Inaddition to the powers and authority hereinbefore or by statute expresslyconferred upon it, the Board of Directors may exercise all such powers and doall such acts and things as may be exercised or done by the Corporation,subject nevertheless to the provisions of the laws of the State of Tennessee,this Charter, and the Bylaws of the Corporation.

# 9.                                       Amendmentof Quorum or Voting Requirement.  Theshareholders may adopt or amend a bylaw that fixes a greater quorum or votingrequirement for shareholders (or voting groups of shareholders) than isrequired by law.

# 10.                                 Liability

## (a)                                  Tothe fullest extent that the law of the State of Tennessee, and applicablefederal law, as such exist on the date hereof or as such may hereafter beamended, permit the limitation or elimination of the liability of directors, nodirector of the Corporation shall be personally liable to the Corporation orits shareholders for monetary damages for breach of fiduciary duty as adirector.

## (b)                                 TheCorporation shall have the power to indemnify any director, officer, employee,agent of the Corporation, or any other person who is serving at the request ofthe Corporation in any such capacity with another Corporation, partnership,joint venture, trust, or other enterprises to the fullest extent permitted bythe law of the State of Tennessee and applicable federal law, as such exist onthe date hereof or as such may hereafter be amended, and any suchindemnification may continue as to any person who has ceased to be a director,officer, employee, or agent and may inure to the benefit of the heirs,executors, and administrators of such a person.

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## (c)                                  Ifthe Tennessee Business Corporation Act is amended after approval of thisArticle to authorize corporate action further eliminating or limiting thepersonal liability of directors, then the liability of a director of theCorporation shall be eliminated or limited to the fullest extent permitted bythe Tennessee Business Corporation Act, as so amended, and applicable federallaw.  Any repeal or modification of thisParagraph 10 by the shareholders or the Corporation shall not adversely affectany right or protection of a director of the Corporation existing at the timeof such repeal or modification with respect to events occurring prior to suchtime.

## (d)                                 Theprivate property or shareholders shall not be subject to the payment of anycorporate debts to any extent whatever.

# 11.                                 Powers.  This Corporation shall have all the powersgranted to corporations under the Tennessee Business Corporation Act.

# 12.                                 WrittenConsent.  Whenever the board ofdirectors or the shareholders of the Corporation are required or permitted totake any action by vote, such action may be taken without a meeting on writtenconsent, setting forth the action so taken, signed by all of the directors orshareholders entitled to vote thereon.

# 13.                                 Amendmentof Charter.** **Theprovisions of this Charter may be amended, altered, or repealed from time totime to the extent, and in the manner prescribed by the laws of the State ofTennessee and the provisions of this charter, and any additional provisions soauthorized may be added.  All rightsherein conferred on the directors, officers, and shareholders are granted subjectto this reservation.

# 14.                                 FiscalYear.  The Corporation’s fiscal yearshall end on December 31 of each year until changed by the Board of Directorsor Bylaws.

Dated:  October10, 2003
|   |                          |   |
|--------|-------------------------------|--------|
|        | /s/ Steven J.  Eisen          |   |
|   | Steven J. Eisen, Incorporator |   |

 

This InstrumentPrepared By:

Baker, Donelson,Bearman, Caldwell & Berkowitz, PC

211 CommerceStreet, Suite 100Nashville, Tennessee  37201

(615) 726-5600

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