<PAGE>

                                                                     Exhibit 3.1

                                 NORTH CAROLINA
         [SEAL]
                      Department of The Secretary of State

To all whom these presents shall come, Greetings:

         I, ELAINE F. MARSHALL, Secretary of State of the State of North
Carolina, do hereby certify the following and hereto attached to be a true copy
of


                            ARTICLES OF INCORPORATION

                                       OF

                       MOUNTAINBANK FINANCIAL CORPORATION

 the original of which was filed in this office on the 9th day of January, 2001.





                                                     IN WITNESS WHEREOF, I have
                                                     hereunto Set my hand and
                                                     affixed my official seal at
                                                     the City of Raleigh, this
                                                     9th day of January, 2001.

         [SEAL]

                                                       /S/ ELAINE F. MARSHALL

                                                         Secretary of State

Document Id:  210109016



<PAGE>

                                                       SOSID:  0576914
                                                 Date Filed: 1/10/2001 1:58 PM
                                                      Elaine F. Marshall
                                               North Carolina Secretary of State
21 010  9016

                            ARTICLES OF INCORPORATION
                                       OF
                         MOUNTAINBANK CORPORATION, INC.

         The undersigned entity hereby makes and acknowledges these Articles of
Incorporation for the purpose of forming a business corporation under and by
virtue of the laws of the State of North Carolina as contained in Chapter 55 of
the General Statutes of North Carolina and the several amendments thereto, and
to that end hereby does set forth that:

         1. The name of the corporation is MOUNTAINBANK CORPORATION, INC.

         2. The corporation shall have authority to issue Ten Million
(10,000,000) shares of stock, all of one class and having a par value of $4.00
per share.

         3. The street address of the initial registered office of the
corporation is 201 Wren Drive, Hendersonville, North Carolina 28792 (Henderson
County), its mailing address at that location is Post Office Box 1149,
Hendersonville, North Carolina 28793, and the name of the initial registered
agent at those addresses is J. W. Davis.

         4. To the fullest extent permitted by the North Carolina Business
Corporation Act as it exists or may hereafter be amended, no person who is
serving or who has served as a director of the corporation shall be personally
liable to the corporation or any of its shareholders or otherwise for monetary
damages for breach of any duty as a director. No amendment or repeal of this
article, nor the adoption of any provision to these Articles of Incorporation
inconsistent with this article, shall eliminate or reduce the protection granted
herein with respect to any matter that occurred prior to such amendment, repeal,
or adoption.

         5. The name of the incorporator is MountainBank and the mailing address
of the incorporator is 207 Wren Drive, Hendersonville, North Carolina 28792.

         IN TESTIMONY WHEREOF, the undersigned has caused this instrument
properly to be executed in its name, this the 11th day of January, 2001.

                                            MOUNTAINBANK

                                            By:   /S/ Gregory L. Gibson
                                                -------------------------------
                                                      Gregory L. Gibson
                                                      Senior Vice President and
                                                        Chief Financial Officer

<PAGE>

                                 NORTH CAROLINA
         [SEAL]
                      Department of The Secretary of State

To all whom these presents shall come, Greetings:

         I, ELAINE F. MARSHALL, Secretary of State of the State of North
Carolina, do hereby certify the following and hereto attached to be a true copy
of


                              ARTICLES OF AMENDMENT

                                       OF

                       MOUNTAINBANK FINANCIAL CORPORATION

               the original of which was filed in this office on
                         the 21st day of December, 2001.





                                                     IN WITNESS WHEREOF, I have
                                                     hereunto Set my hand and
                                                     affixed my official seal at
                                                     the City of Raleigh, this
                                                     21st day of December, 2001.

         [SEAL]

                                                       /S/ ELAINE F. MARSHALL

                                                         Secretary of State

Document Id:  213549046




<PAGE>

                                                        SOSID: 0576914
                                               Date Filed: 12/21/2001 12:34 PM
                                                      Elaine F. Marshall
                                              North Carolina Secretary of State
21  354  9046

                          ARTICLES OF AMENDMENT TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                       MOUNTAINBANK FINANCIAL CORPORATION

         Pursuant to ss. 55-10-06 of the General Statutes of North Carolina, the
undersigned corporation hereby submits these Articles of Amendment for the
purpose of amending its Articles of Incorporation:

         1. The name of the corporation is MOUNTAINBANK FINANCIAL CORPORATION
(the "corporation").

         2. The following amendment to the corporation's Articles of
Incorporation was adopted by its shareholders on the 17th day of December, 2001,
in the manner required by Chapter 55 of the North Carolina General Statutes:

         The corporation's Articles of Incorporation hereby are amended by
         deleting the current "Article 2" thereof and replacing it with the
         following:

         "2.      The aggregate number of shares which the corporation shall
                  have the authority to issue is 13,000,000 shares divided into
                  two classes. The designation, par value and number of shares
                  of each class are as follows:

                          Class            Par Value       Number of Shares
                  ------------------       ---------       ----------------
                  Common Stock               $4.00            10,000,000
                  Preferred Stock            No Par            3,000,000
                                                              ----------

                        Total Shares                          13,000,000
                                                              ==========

                  The corporation's Board of Directors shall be authorized to
                  issue shares of Preferred Stock from time to time, to create
                  series thereof, and to determine the designations, terms,
                  relative rights, preferences, and limitations of the Preferred
                  Stock, or of shares within each series of Preferred Stock, at
                  the time of issuance, all by its resolution. Without limiting
                  the generality of the foregoing, the Board of Directors shall
                  be authorized to fix and determine:

                  (a)      the designation of each series and the number of
                           shares to constitute each series (which number may be
                           increased or decreased from time to time unless
                           otherwise provided by the Board of Directors);

                  (b)      with respect to each series, the dividend rate (or
                           method of determining such rate), if any, any
                           conditions on which and times at which dividends are
                           payable; any preference or relation which such
                           dividends shall bear to the dividends payable on any
                           other class or classes or any other series of capital
                           stock, including Preferred Stock; whether such
                           dividends shall be cumulative or non-cumulative; and
                           whether the Preferred Stock will be participating or
                           nonparticipating with other shares with respect to
                           dividends;

<PAGE>


                  (c)      whether shares within a series will be redeemable (at
                           the option of the corporation or the holders of such
                           shares or both, or upon the happening of a specified
                           event) and, if so, the redemption prices and the
                           conditions and times upon which redemption may take
                           place and whether for cash, property or rights,
                           including securities of the corporation or another
                           corporation;

                  (d)      the terms and amount of any sinking, retirement or
                           purchase fund;

                  (e)      with respect to each series, the conversion or
                           exchange rights (at the option of the corporation or
                           the holders of such shares or both, or upon the
                           happening of a specified event), if any, including
                           the conversion or exchange times, prices, rates,
                           adjustments and other terms of conversion or
                           exchange;

                  (f)      the voting rights, if any (other than any voting
                           rights that the Preferred Stock may have as a matter
                           of law);

                  (g)      any restrictions on the issue or reissue or sale of
                           additional Preferred Stock;

                  (h)      with respect to each series, the rights of the
                           holders upon voluntary or involuntary liquidation,
                           dissolution or winding up of the affairs of the
                           corporation, including any preferences over the
                           common stock or any other class or classes or any
                           other series of capital stock, including Preferred
                           Stock, and whether the Preferred Stock will be
                           participating or nonparticipating with other shares
                           with respect to distributions of the corporation's
                           assets; and,

                  (i)      with respect to each series, such other special
                           rights and privileges, if any, for the benefit of the
                           holders of, or other terms or limitations with
                           respect to, the shares within that series as shall
                           not be inconsistent with the provisions of the
                           corporation's Articles of Incorporation, as amended,
                           or applicable law.

                  All shares of Preferred Stock of the same series shall be
                  identical in all respects, except that shares of any one
                  series issued at different times may differ as to dates, if
                  any, from which dividends thereon may accumulate. The number
                  of shares, designations, terms, relative rights, preferences,
                  and limitations of shares within any one series may differ
                  from those of shares within any other series. All shares of
                  Preferred Stock redeemed, purchased, or otherwise acquired by
                  the corporation (including shares surrendered for conversion)
                  shall be canceled and thereupon restored to the status of
                  authorized but unissued shares of Preferred Stock undesignated
                  as to series."

                  3.       These Articles of Amendment will become effective at
                           1:00 P.M. on December 21, 2001.

                  This the 17th day of December, 2001.

                                            MOUNTAINBANK FINANCIAL CORPORATION

                                            By:    /S/  J. W. Davis
                                               --------------------------------
                                                        J. W. Davis, President


<PAGE>

                                 NORTH CAROLINA
         [SEAL]
                      Department of The Secretary of State

To all whom these presents shall come, Greetings:

         I, ELAINE F. MARSHALL, Secretary of State of the State of North
Carolina, do hereby certify the following and hereto attached to be a true copy
of


                              ARTICLES OF AMENDMENT

                                       OF

                       MOUNTAINBANK FINANCIAL CORPORATION

                the original of which was filed in this office on
                         the 21st day of December, 2001.





                                                     IN WITNESS WHEREOF, I have
                                                     hereunto Set my hand and
                                                     affixed my official seal at
                                                     the City of Raleigh, this
                                                     21st day of December, 2001.

         [SEAL]

                                                       /S/ ELAINE F. MARSHALL
                                                         Secretary of State

Document Id:  213559078




<PAGE>

                                                         SOSID: 0576914
                                                 Date Filed: 12/21/2001 2:23 PM
                                                     Effective: _12/24/2001
                                                       Elaine F. Marshall
                                               North Carolina Secretary of State

21  355  9078

                          ARTICLES OF AMENDMENT TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                       MOUNTAINBANK FINANCIAL CORPORATION

         Pursuant to ss. 55-10-06 of the General Statutes of North Carolina, the
undersigned corporation hereby submits these Articles of Amendment for the
purpose of amending its Articles of Incorporation to create a series of
Preferred Stock and to fix the preferences, limitations and relative rights of
shares of Preferred Stock within that series.

         1. The name of the corporation is MOUNTAINBANK FINANCIAL CORPORATION
(the "corporation").

         2. The corporation's Articles of Incorporation hereby are amended by
adding a new subsection A to Article 2 thereof as follows:

         A.       Of the 3,000,000 authorized shares of Preferred Stock, a
                  series of Preferred Stock shall be as follows:

                                                 Number         Par Value
                  Designation of Series        of Shares        per Share
                  ---------------------        ---------        ---------

                  Series A Preferred Stock      450,000        No Par Value

                  The terms, relative rights, preferences and limitations of the
                  Series A Preferred Stock shall be as follows:

                           Dividends: The holders of shares of Series A
                  Preferred Stock are entitled to receive stated cash dividends
                  from the corporation at an annual rate of $1.44 per share, and
                  no more, subject to declaration by the Board of Directors, at
                  its sole discretion, from funds legally available for the
                  payment of dividends. Dividends on the Series A Preferred
                  Stock will not be cumulative on a year-to-year basis.
                  Dividends will be payable as they are declared by the Board of
                  Directors at such time or times as it elects, and no holder of
                  Series A Preferred Stock will have any right to receive any
                  dividend unless and until that dividend has been declared by
                  the Board of Directors. The stated annual dividend may be
                  declared and paid in increments during each calendar year. In
                  connection with each dividend payment, the Board of Directors
                  may set a record date in advance of the payment date for the
                  purpose of determining the holders of shares of Series A
                  Preferred Stock who are entitled to receive that dividend.

                           No dividend shall be declared or paid during any
                  calendar year on the corporation's common stock unless and
                  until there shall have been paid in full to the holders of
                  Series A Preferred Stock (or set apart for purposes of such
                  payment), without preference or priority as between such
                  shares or other series of Preferred Stock, not less than a pro
                  rata portion of the stated annual dividend thereon for that
                  calendar year, at the rate provided therefor, through the date
                  on which the corporation proposes to pay the cash dividend on
                  the common stock. Shares of Series A Preferred Stock shall not
                  participate in dividends paid with respect to any other class
                  or series of the corporation's capital stock.


<PAGE>


                           Liquidation: In the event of liquidation, dissolution
                  or winding up of the corporation, whether voluntarily or
                  involuntarily (a "Corporate Event"), the holders of the
                  corporation's Series A Preferred Stock, without preference or
                  priority as between such shares or other series of Preferred
                  Stock, but prior to any distribution of assets to holders of
                  the corporation's common stock, shall be entitled to receive
                  from assets available for distribution to shareholders, for
                  each such share held, a sum equal to $24.00 plus the amount of
                  any dividend on such share which has been declared by the
                  Board of Directors but has not yet been paid. Such
                  distribution shall be considered full payment to the holders
                  of Series A Preferred Stock, and such holders shall not
                  participate with the holders of any other class or series of
                  the corporation's capital stock in the distribution of any
                  additional assets of the corporation.

                           Voting: Shares of Series A Preferred Stock shall be
                  non-voting shares, and holders of Series A Preferred Stock
                  shall have no right to vote on matters submitted to a vote of
                  the corporation's shareholders except to the extent such
                  voting rights are required by applicable law.

                           Conversion: Shares of Series A Preferred Stock shall
                  be convertible at the holder's option at any time after the
                  date of issuance thereof into common stock of the corporation
                  at the rate of one whole share of common stock for each one
                  whole share of Series A Preferred Stock.

                           After two years following the date of issuance
                  thereof, at any time when the market value of a share of the
                  corporation's common stock is more than $28.80, the
                  corporation shall have the right and option of converting all
                  or a portion of the outstanding shares of Series A Preferred
                  Stock into common stock at the rate of one whole share of
                  common stock for each one whole share of Series A Preferred
                  Stock. For purposes of such conversion, the market value of a
                  share of the corporation's common stock will be deemed to be
                  the average of the reported closing prices for the
                  corporation's common stock for the 30 trading days immediately
                  preceding the date on which the corporation gives the required
                  written notice of conversion.

                           In the event that a holder of shares of Series A
                  Preferred Stock desires to exercise his or its right to
                  convert all or a portion of those shares into shares of the
                  corporation's common stock, or if the corporation desires to
                  exercise its option to convert all or a portion of the
                  outstanding shares of Series A Preferred Stock into common
                  stock, then, not less than 30 days in advance of the desired
                  conversion date, the holder who is exercising his option must
                  give to the corporation, or the corporation must give to the
                  holders of the shares to be converted, as the case may be,
                  written notice of intent to convert which shall state the date
                  on which the conversion shall be effective (the "Conversion
                  Date"); provided, however, that in the event of the occurrence
                  of a Corporate Event or Change in Control Event of which
                  notice is given to the corporation's shareholders less than 30
                  days prior to the effective date of such event, a holder of
                  Series A Preferred Stock shall only be required to give
                  reasonable notice prior to the conversion taking into
                  consideration when the holder is advised of the pendency of
                  the event. The term "Corporate Event" is defined above, and
                  "Change in Control Event" is defined as the acquisition of the
                  corporation by another entity in a transaction in which the
                  corporation is not the surviving entity, whether by merger,
                  consolidation, the sale of substantially all its assets, or a
                  statutory share exchange. After giving the required notice of
                  conversion by the holder or the corporation, and prior to the
                  Conversion Date (and, in the event of a Corporate Event or
                  Change in Control Event, prior to the effective time of such
                  event), the holder shall surrender to the corporation the
                  certificates evidencing all shares of the Series A Preferred
                  Stock to be converted. However, the holder's failure to
                  surrender such certificates shall not affect or delay the
                  conversion becoming effective. On the Conversion Date (or, if
                  the Conversion Date specified in the notice is a date other


<PAGE>


                  than a regular business day of the corporation, on the
                  corporation's next regular business day), the holder will be
                  deemed to become the holder of record of the shares of common
                  stock into which the holder's Series A Preferred Stock is
                  converted, and the Series A Preferred Stock being converted
                  will be deemed to have been canceled and to no longer be
                  outstanding. Following the Conversion Date, the holder's
                  certificate or certificates formerly evidencing the holder's
                  Series A Preferred Stock which has been converted will
                  evidence only the holder's right to receive from the
                  corporation certificates evidencing the common stock into
                  which that Series A Preferred Stock has been converted, and
                  the corporation will issue to such holder certificates
                  evidencing the appropriate number of shares of common stock as
                  promptly thereafter as practicable; provided however, that,
                  notwithstanding the conversion of a holder's Series A
                  Preferred Stock on a Conversion Date, until the holder has
                  surrendered to the corporation the certificates formerly
                  evidencing the holder's Series A Preferred Stock that has been
                  converted, the corporation, at its option, shall not be
                  required to deliver to the holder certificates evidencing the
                  shares of common stock into which the holder's Series A
                  Preferred Stock has been converted, and the corporation may
                  withhold any dividend or other distribution payable on those
                  shares of common stock until such time as the holder's
                  certificates formerly evidencing such holder's Series A
                  Preferred Stock have been surrendered or otherwise accounted
                  for to the corporation's satisfaction.

                           In the case of a conversion at the election of the
                  corporation of less than all of the then outstanding shares of
                  Series A Preferred Stock, the shares to be converted may be
                  chosen by the corporation randomly, proportionately, or in
                  such other manner as its Board of Directors, at its sole
                  discretion, considers reasonable and appropriate and, when
                  made, the Board of Directors' determination shall be final,
                  conclusive and binding on all persons, including, without
                  limitation, the corporation and the holders of Series A
                  Preferred Stock.

                           Anti-dilutive Adjustments. In the event of (i) any
                  dividend payable by the corporation in shares of its common
                  stock, (ii) any recapitalization, reclassification, split,
                  reverse split, consolidation or combination of the outstanding
                  shares of the corporation's common stock, or (iii) an exchange
                  of the outstanding shares of the corporation's common stock
                  for a different number or class of shares of stock or other
                  securities of the corporation in connection with a merger,
                  statutory share exchange or other reorganization of or
                  involving the corporation and in which the corporation is the
                  surviving or resulting corporation in any such transaction,
                  then the number and/or type of shares of common stock or other
                  securities into which such shares of Series A Preferred Stock
                  may be converted shall be proportionately adjusted, effective
                  on the date of any such event, to prevent the dilution of
                  conversion rights pertaining to the Series A Preferred Stock
                  as described above.

                           Each such adjustment to the outstanding Series A
                  Preferred Stock required by the above paragraph shall be
                  determined by the corporation's Board of Directors in a manner
                  which it, at its sole discretion, considers to be reasonable
                  and appropriate and, when made, the Board of Directors'
                  determination shall be final, conclusive and binding on all
                  persons, including, without limitation, the corporation and
                  the holders of Series A Preferred Stock.

                           Fractional Shares. If, as a result of an adjustment
                  described in the above paragraph in the number of shares of
                  the corporation's common stock into which each share of Series
                  A Preferred Stock is convertible, such a conversion would
                  result in a fractional share of common stock, then, upon
                  conversion, the corporation shall issue to the holder the
                  number of whole shares of common stock into which each such
                  share is convertible and, in lieu of issuing the fractional
                  share, the corporation shall pay to the holder in cash an
                  amount equal to that fraction multiplied by the then current
                  market


<PAGE>

                  value of a share of the corporation's common stock. For
                  purposes of the distribution of cash in lieu of fractional
                  shares, the market value of a share of common stock shall be
                  determined by the corporation's Board of Directors in a manner
                  which it, at its sole discretion, considers to be reasonable
                  and appropriate and, when made, the Board of Directors'
                  determination shall be final, conclusive and binding on all
                  persons, including, without limitation, the corporation and
                  the holders of Series A Preferred Stock.

         3. The foregoing amendment was duly adopted by the corporation's Board
of Directors without shareholder action, which was not required because the
Articles of Incorporation provide that the Board of Directors may establish
series of the corporation's preferred stock and determine the preferences,
limitations and relative rights of each series of shares before the issuance of
any shares of such series in accordance with ss.55-6-02 of the General Statutes
of North Carolina.

         4. These Articles of Amendment will become effective at 1:00 P.M. on
December 24, 2001. This the 18th day of December, 2001.


                                            MOUNTAINBANK FINANCIAL CORPORATION

                                            By:   /S/ J. W. Davis
                                               ---------------------------------
                                                      J. W. Davis, President and
                                                      Chief Executive Officer