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                                                                     EXHIBIT 3.1

                            ARTICLES OF INCORPORATION
                                       OF
                            MISSION COMMUNITY BANCORP


         The undersigned incorporator for the purpose of forming a corporation
under the General Corporation Law of the State of California hereby certifies:



ONE:     The name of this corporation is: MISSION COMMUNITY BANCORP.

TWO:     The purposes of this corporation is to engage in any lawful act or
         activity for which a corporation may be organized under the General
         Corporation Law of California other than the banking business, the
         trust business, or the practice of a profession permitted to be
         incorporated by the California Corporations Code.

THREE:   The name and address in this state of this corporation's initial agent
         for service of process is Anita M. Robinson, Mission Community Bank,
         N.A., 581 Higuera Street, San Luis Obispo, CA, 93401.

FOUR:    This corporation is authorized to issue two classes of stock,
         designated "Common Stock" and "Preferred Stock." The number of shares
         of Common Stock the corporation is authorized to issue is 1,000,000.
         The number of shares of Preferred Stock the corporation is authorized
         to issue is 1,000,000. The Common Stock and the Preferred Stock shall
         have no par value.

         The Preferred Stock may be issued from time to time in one or more
         series. The board of directors is authorized to designate and to fix
         the number of shares of any such series of Preferred Stock and to
         determine and alter the rights, preferences, privileges and
         restrictions granted to or imposed upon any wholly unissued series of
         Preferred Stock. The board of directors, within the limits stated in
         any resolution of the board of directors originally fixing the number
         of shares constituting any series, may increase or decrease (but not
         below the number of shares of such series then outstanding) the number
         of shares of any series subsequent to the issue of shares of that
         series.

         The corporation shall from time to time in accordance with the laws of
         the State of California increase the authorized amount of its Common
         Stock if at any time the number of shares of Common Stock remaining
         unissued and available for issuance shall not be sufficient to permit
         conversion of the Preferred Stock.

FIFTH:   The liability of the directors of this corporation for monetary damages
         shall be

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         eliminated to the fullest extent permissible under California law.

SIXTH:   This corporation is authorized to provide indemnification of agents (as
         defined in Section 317 of the California Corporations Code) through
         bylaw provisions, agreements with agents, vote of shareholders or
         disinterested directors or otherwise, in excess of the indemnification
         otherwise permitted by Section 317 of the Corporations Code, subject
         only to the applicable limits set forth in Section 204 of the
         California Corporations Code with respect to actions for breach of duty
         to the corporation and its shareholders.

SEVENTH: Nominations for election to the Board of Directors of the corporation
         may be made by the Board of Directors or by any shareholder of the
         corporation's stock entitled to vote for the election of directors.
         Nominations, other than those made by or on behalf the existing
         management of the corporation, shall be made in writing and shall be
         delivered or mailed to the president of the corporation not less than
         14 days more than 50 days prior to any meeting of shareholders called
         for the election of directors, PROVIDED, HOWEVER, that if less than 21
         days' notice of the meeting is given to shareholders, such nomination
         shall be mailed or delivered to the president of the corporation not
         later that the close of business on the seventh day following the day
         on which the notice of meeting was mailed. Such notification shall
         contain the following information to the extent known by the notifying
         shareholder: (A) the name and address of each proposed nominee; (B) the
         principal occupation of each proposed nominee; (C) the total number of
         shares of stock of the corporation that will be voted for each proposed
         nominee; (D) the name and residence address of the notifying
         shareholder; and (E) the number of shares of the corporation owned by
         the notifying shareholders. Nominations not made in accordance herewith
         may, in his/her discretion, be disregarded by the chairperson of the
         meeting, and upon his/her instructions, the inspectors of election
         shall disregard all votes cast for each such nominee.

EIGHTH   In addition to the voting requirements specified by the California
         General Corporation Law, the affirmative vote of the holders of not
         less than 66 2/3% of the issued and outstanding shares of stock of this
         corporation shall be required to authorize, adopt or approve any of the
         following:

                   (a) The adoption of any agreement or plan for the merger or
         consolidation of this corporation with or into any person, firm,
         corporation or other entity;

                   (b) The sale, lease, conveyance, exchange, transfer,
         distribution, liquidation or other disposition of all or substantially
         all of the property and assets of this corporation to any person, firm,
         corporation or other entity;

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                   (c) The amendment or repeal of this Article EIGHTH.


Dated: September 20, 2000


                                       -------------------------
                                       JOHN F. STUART
                                       Incorporator