EXHIBIT 3.1

CERTIFICATE OF AMENDMENTOFTHE ARTICLES OF INCORPORATIONOFAMERICAN
RIVER BANKSHARES

David
T. Taber and Mitchell A. Derenzo certify that:

1.          They
are the President and Chief Executive Officer, and Executive Vice President and
Chief Financial Officer, respectively, of American River Bankshares, a
California corporation.

2.          Article
Three of the Articles of Incorporation of American River Bankshares is amended
in its entirety to read as follows:

Three:
Authorized Stock.

The corporation is
 authorized to issue two classes of shares designated Common Stock, and
 Preferred Stock, respectively. The number of shares of Common Stock
 authorized to be issued is 20,000,000, and the number of shares of Preferred
 Stock authorized to be issued is 10,000,000. The Preferred Stock 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 Stock 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 Stock, 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.


3.          The
amendment herein set forth has been duly approved by the board of directors of
American River Bankshares.

4.          The
foregoing amendment of Articles of Incorporation has been duly approved by the
required vote of shareholders in accordance with Section 902 of the
Corporations Code. The total number of outstanding shares of the corporation is
5,797,533. The number of shares voting in favor of the amendment equaled or
exceeded the vote required. The percentage vote required was more than 50
percent.

| |                                                     
| | ----------------------------------------------------
| | /s/ David T. Taber                                  
| |                                                     
| | David T. Taber                                      
| | President and Chief Executive Officer               
| |                                                     
| | /s/ Mitchell A. Derenzo                             
| |                                                     
| | Mitchell A. Derenzo                                 
| | Executive Vice President and Chief Financial Officer

43

---



David
T. Taber and Mitchell A. Derenzo declare under penalty of perjury under the
laws of the State of California that they have read the foregoing certificate
and know the contents thereof and that the same is true of their own knowledge.

|                    |  |                                                     
|------------------- |  | ----------------------------------------------------
|Dated: May 27, 2009 |  | /s/ David T. Taber                                  
|                    |  |                                                     
|                    |  | David T. Taber                                      
|                    |  | President and Chief Executive Officer               
|                    |  |                                                     
|                    |  | /s/ Mitchell A. Derenzo                             
|                    |  |                                                     
|                    |  | Mitchell A. Derenzo                                 
|                    |  | Executive Vice President and Chief Financial Officer

44

---



CERTIFICATE
OF AMENDMENTOFARTICLES OF INCORPORATIONOFAMERICAN RIVER BANKSHARES

David T. Taber and Mitchell
A. Derenzo certify that:

1.     They
are the President and Chief Executive Officer, and Executive Vice President and
Chief Financial Officer, respectively, of American River Bankshares, a
California corporation.

2.     Article
Seven of the articles of incorporation of American River Bankshares is amended
to delete Article Seven in its entirety.

3.     The
amendment herein set forth has been duly approved by the board of directors of
American River Bankshares.

4.     The
foregoing amendment of Articles of Incorporation has been duly approved by the
required vote of shareholders in accordance with Section 902 of the
Corporations Code. The total number of outstanding shares of the corporation is
5,531,528. The number of shares voting in favor of the amendment equaled or
exceeded the vote required. The percentage vote required was more than 50
percent.

| |                                       
| | --------------------------------------
| | /s/ David T. Taber                    
| |                                       
| | David T. Taber                        
| | President and Chief Executive
 Officer
| |                                       
| | /s/ Mitchell A. Derenzo               
| |                                       
| | Mitchell A. Derenzo                   
| | Executive Vice President and          
| | Chief Financial Officer               

David
T. Taber and Mitchell A. Derenzo declare under penalty of perjury under the
laws of the State of California that they have read the forgoing certificate
and know the contents thereof and that the same is true of their own knowledge.

|                     |                                       
|-------------------- | --------------------------------------
|Dated:
 May 22, 2008 | /s/ David T. Taber                    
|                     |                                       
|                     | David T. Taber                        
|                     | President and Chief Executive
 Officer
|                     |                                       
|                     | /s/ Mitchell A. Derenzo               
|                     |                                       
|                     | Mitchell A. Derenzo                   
|                     | Executive Vice President and          
|                     | Chief Financial Officer               

45

---



CERTIFICATE OF AMENDMENTOFARTICLES OF INCORPORATIONOFAMERICAN RIVER HOLDINGS

David T. Taber and Mitchell A. Derenzo certify that:

1.     They
are the President and Chief Executive Officer, and Executive Vice President and
Chief Financial Officer, respectively, of American River Holdings, a California
corporation.

2.     Article
One of the articles of incorporation of American River Holdings is amended to
read as follows:

The
name of the corporation is American River Bankshares.

3.     The
amendment herein set forth has been duly approved by the board of directors of
American River Holdings.

4.     The
foregoing amendment of Articles of Incorporation has been duly approved by the
required vote of shareholders in accordance with Section 902 of the
Corporations Code. The total number of outstanding shares of the corporation as
of the Record Date, April 8, 2004, was 4,212,981. The number of shares voting
in favor of the amendment equaled or exceeded the vote required. The percentage
vote required was more than 50 percent.

| |                                       
| | --------------------------------------
| | /s/
 David T. Taber                   
| |                                       
| | David T. Taber                        
| | President and Chief Executive
 Officer
| |                                       
| | /s/ Mitchell A. Derenzo               
| |                                       
| | Mitchell A. Derenzo                   
| | Executive Vice President and          
| | Chief Financial Officer               

David
T. Taber and Mitchell A. Derenzo declare under penalty of perjury under the
laws of the State of California that they have read the forgoing certificate
and know the contents thereof and that the same is true of their own knowledge.

|                     |                                       
|-------------------- | --------------------------------------
|Dated:
 May 20, 2004 | /s/ David T. Taber                    
|                     |                                       
|                     | David T. Taber                        
|                     | President and Chief Executive
 Officer
|                     |                                       
|                     | /s/ Mitchell A. Derenzo               
|                     |                                       
|                     | Mitchell A. Derenzo                   
|                     | Executive Vice President and          
|                     | Chief Financial Officer               

46

---



CERTIFICATE OF AMENDMENT
OFARTICLES OF INCORPORATIONOF
AMERICAN RIVER HOLDINGS

David T. Taber and Mitchell A.
Derenzo certify that:

1.          They
are the President and Chief Executive Officer, and Executive Vice President and
Chief Financial Officer, respectively, of American River Holdings, a California
corporation (ARH).

2.          Article
Three of the articles of incorporation of ARH is amended to read as follows:

The corporation is authorized to issue only one class
of shares of stock, Common Stock, and the total number of shares which the
corporation is authorized to issue is 20,000,000. Upon the amendment of this
article, each outstanding share of Common Stock is split into 1.5 shares.

3.          The
amendment herein set forth has been duly approved by the board of directors of
ARH.

4.          The
foregoing amendment may be adopted by approval of the board of directors alone
pursuant to Section 902(c) of the California Corporations Code, since the
corporation has only one class of shares outstanding and the amendment effects
only a stock split.

| |                                       
| | --------------------------------------
| | /s/ David T. Taber                    
| |                                       
| | David T. Taber                        
| | President and Chief Executive
 Officer
| |                                       
| | /s/ Mitchell A. Derenzo               
| |                                       
| | Mitchell A. Derenzo                   
| | Executive Vice President and          
| | Chief Financial Officer               

David
T. Taber and Mitchell A. Derenzo declare under penalty of perjury under the
laws of the State of California that they have read the forgoing certificate
and know the contents thereof and that the same is true of their own knowledge.

|                           |                                       
|-------------------------- | --------------------------------------
|Dated:
 September 14, 2003 | /s/ David T. Taber                    
|                           |                                       
|                           | David T. Taber                        
|                           | President and Chief Executive
 Officer
|                           |                                       
|                           | /s/ Mitchell A. Derenzo               
|                           |                                       
|                           | Mitchell A. Derenzo                   
|                           | Executive Vice President and          
|                           | Chief Financial Officer               

47

---



CERTIFICATE OF
AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
AMERICAN RIVER HOLDINGS
a California Corporation

David T. Taber and Mitchell Derenzo certify that:

|   |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | They are the duly elected and acting President and
 Chief Executive Officer and Chief Financial Officer, respectively of said
 corporation.                      
|   |                                                                                                                                                                  
|2. | The Articles of Incorporation of said corporation
 shall be amended by adding thereto a new Article Seven and Article Eight
 which shall read as set forth below:
|   |                                                                                                                                                                  
|   | Seven: Classified Board of Directors.                                                                                                                           
|   |                                                                                                                                                                  
|   | (a)                                                                                                                                                               | The number of directors which shall constitute the
 whole board of directors of this corporation shall be specified in the bylaws
 of the corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (b)                                                                                                                                                               | In the event that the authorized number of directors
 shall be fixed at nine (9) or more, the board of directors shall be divided
 into three classes: Class I, Class II, and Class III, each consisting of a
 number of directors equal as nearly as practicable to one-third the total
 number of directors. Directors in Class I shall initially serve for a term
 expiring at the 2001 annual meeting of shareholders, directors in Class II
 shall initially serve for a term expiring at the 2002 annual meeting of
 shareholders, and directors in Class III shall initially serve for a term
 expiring at the 2003 annual meeting of shareholders. Thereafter, each
 director shall serve for a term ending at the third annual shareholders
 meeting following the annual meeting at which such director was elected. In
 the event that the authorized number of directors shall be fixed with at
 least six (6) but less than nine (9), the board of directors shall be divided
 into two classes, designated Class I and II, each consisting of one-half of
 the directors or as close as an approximation as possible. At each annual
 meeting, each of the successors to the directors of the class whose term
 shall have expired at such annual meeting shall be elected for a term running
 until the second annual meeting next succeeding his or her election and until
 his or her successor shall have been duly elected and qualified. The
 foregoing notwithstanding, each director shall serve until his or her
 successor shall have been duly elected and qualified, unless he or she shall
 resign, die, become disqualified or disabled, or shall otherwise be removed.

48

---



|                                                                                                                                                                        |                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                        | (c)                                                                                              | At each annual election, the directors chosen to
 succeed those whose terms then expire shall be identified as being of the
 same class as the directors they succeed unless, by reason of any intervening
 changes in the authorized number of directors, the board of directors shall
 designate one or more directorships whose term then expires as directorships
 of another class in order more nearly to achieve equality in the number of
 directors among the classes. When the board of directors fills a vacancy resulting
 from the resignation, death, disqualification or removal of a director, the
 director chosen to fill that vacancy shall be of the same class as the
 director he or she succeeds, unless, by reason of any previous changes in the
 authorized number of directors, the board of directors shall designate the
 vacant directorship as a directorship of another class in order more nearly
 to achieve equality in the number of directors among the classes.
|                                                                                                                                                                        |                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                        | (d)                                                                                              | Notwithstanding the rule that the classes shall be
 as nearly equal in number of directors as possible, in the event of any
 change in the authorized number of directors, each director then continuing
 to serve as such will nevertheless continue as a director of the class of
 which he or she is a member, until the expiration of his current term or his
 or her earlier resignation, death, disqualification or removal. If any newly
 created directorship or vacancy on the board of directors, consistent with
 the rule that the three classes shall be as nearly equal in number of
 directors as possible, may be allocated to one or two or more classes, the
 board of directors shall allocate it to that of the available class whose
 term of office is due to expire at the earliest date following such
 allocation.                                                                                                                                                         
|                                                                                                                                                                        |                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Eight: Cumulative Voting.                                                                                                                                             
|                                                                                                                                                                        |                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|No
 holder of any class of stock of the corporation shall be entitled to
 cumulative votes in common in connection with any election of directors of
 the corporation.
|                                                                                                                                                                       
|3.                                                                                                                                                                      | The foregoing amendments have been duly approved by
 the Board of Directors of said corporation.

4.         The amendments herein set forth have been duly
 approved by the required vote of the shareholders in accordance with Section
 902 of the Corporations Code. The corporation has only one class of shares
 outstanding and the number of outstanding shares is 1,793,274. The number of
 shares voting in favor of the amendments equaled or exceeded the vote
 required. The percentage vote required for the approval of the amendments
 herein set forth was more than 50%.

5.         The corporation is a listed corporation with
 outstanding securities designated as qualified for trading as a national
 market system security on the National Association Quotation System (or any
 successor national market system) within the meaning of Section 301.5(d) of
 the Corporations Code.

We further declare under penalty of perjury under
 the laws of the State of California that the matters set forth in this
 certificate are true and correct to our knowledge.

|                        |                                       | 
|----------------------- | ------------------------------------- | 
|Dated: December 1, 2000 | /s/ David
 T. Taber                  
|                        |                                      
|                        | David T. Taber                       
|                        | President and Chief Executive Officer
|                        |                                       | 
|                        | /s/
 Mitchell A. Derenzo             
|                        |                                      
|                        | Mitchell A. Derenzo                  
|                        | Chief Financial Officer              

49

---



AMERICAN
RIVER HOLDINGS

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION

The undersigned, David T. Taber and Patricia Thaxter,
certify that:

|   |                                                                                                                                                           |                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | They are the president and the assistant corporate
 secretary, respectively, of American River Holdings, a California
 corporation.                      
|   |                                                                                                                                                          
|2. | Article 3 (three) of the Articles of Incorporation
 of this corporation is amended to read as follows:                                                   
|   |                                                                                                                                                          
|   |                                                                                                                                                           | The corporation is authorized to issue only one
 class of shares of stock, Common Stock, and the total number of shares
 which the corporation is authorized to issue is 20,000,000. Upon the
 amendment of this article, each outstanding share of Common Stock is split
 into 1.50 shares.
|   |                                                                                                                                                           |                                                                                                                                                                                                                                                                                               
|3. | The foregoing amendment of the Articles of
 Incorporation has been duly approved by the Board of Directors at their
 regular meeting held April 21, 1999.
|   |                                                                                                                                                          
|4. | The corporation has only one class of shares
 outstanding and the amendment affects only a stock split.                                                  

|                        |  |  |                              
|----------------------- |  |  | -----------------------------
|/s/ DAVID T. TABER      |  |  | /s/ PATRICIA THAXTER         
|                        |  |  |                              
|David T. Taber          |  |  | Patricia Thaxter             
|President               |  |  | Assistant Corporate Secretary
|Chief Executive Officer |  |  |                              
|                        |  |  |                              
|Dated: May 7, 1999      |  |  |                              

David T. Taber and Patricia Thaxter further declare
under penalty of perjury under the laws of the State of California that they
have read the foregoing certificate, and know the contents thereof and that the
same is true of their own knowledge.

|                   |  |  |                     
|------------------ |  |  | --------------------
|/s/ DAVID T. TABER |  |  | /s/ PATRICIA THAXTER
|                   |  |  |                     
|David T. Taber     |  |  | Patricia Thaxter    
|                   |  |  |                     
|Dated May 7, 1999  |  |  |                     

50

---



ARTICLES OF INCORPORATION OF AMERICAN RIVER HOLDINGS

ONE:
NAME

The
name of the corporation is:

American
River Holdings

TWO:
PURPOSE

The
purpose of this corporation is to engage in any lawful act or activity for
which a corporation may be organized under the General Corporations 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.

THREE:
AUTHORIZED STOCK

The
corporation is authorized to issue only one class of shares of stock,
designated Common Stock, and the total number of shares which the corporation
is authorized to issue is 20,000,000.

FOUR:
DIRECTOR LIABILITY

The
liability of the directors of the corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law.

FIVE:
INDEMNIFICATION

The
corporation is authorized to indemnify its agents (as defined from time to time
in Section 317 of the California Corporations Code) to the fullest extent
permissible under California law. Any amendment, repeal or modification of the
provisions of this Article shall not adversely affect any right or protection
of an agent of the corporation existing at the time of such amendment, repeal
or modification.

SIX:
AGENT FOR SERVICE OF PROCESS

The
name and address in this State of this corporations initial agent for service
of process is:

| |                          
| | -------------------------
| | Gary Steven Findley      
| | 1470 North Hundley Street
| | Anaheim, California 92806

51

---



IN
WITNESS WHEREOF, for the purpose of forming this corporation under the laws of
the State of California, the undersigned, constituting the incorporator of this
corporation, has executed these Articles of Incorporation.

|                        |                          | 
|----------------------- | ------------------------ | 
|Dated: January 23, 1995 |                          | 
|                       
|                        | /s/ Gary Steven
 Findley | 
|                        |                          | 
|                        | Gary Steven Findley      | 

I
hereby declare that I am the person who executed the foregoing Articles of
Incorporation, which execution is my act and deed.

| |                          | 
| | ------------------------ | 
| | /s/ Gary Steven
 Findley | 
| |                         
| | Gary Steven Findley      | 

52

---