**EXHIBIT
        3.1**
  CERTIFICATE
        OF AMENDMENT
  OF
  ARTICLES
        OF INCORPORATION
  OWEN
        J.
        ONSUM and LYNN CAMPBELL hereby certify that:
  I.
        They
        are the President and Secretary, respectively, of FIRST NORTHERN COMMUNITY
        BANCORP, a corporation organized and existing under and by virtue of the
        General
        Corporation Law of the State of California.
  II.
        Article 4. of the Articles of Incorporation of this corporation shall be
        amended
        to read as follows:
  Article
        4.1 The corporation is authorized to issue one class of shares to be designated
        Common Stock (“Common Stock”). Such shares shall be without par value. The total
        number of shares of Common Stock the corporation shall have authority to
        issue
        is sixteen million (16,000,000).
  Article
        4.2 Upon the amendment of this Article 4 to read as set forth above, each
        outstanding share of Common Stock is divided into two (2) shares.
  III.
        The
        foregoing amendment of the Articles of Incorporation was duly approved by
        the
        Board of Directors of this corporation alone in accordance with the provisions
        of the General Corporation Law Section 902(c) because this corporation has
        but
        one class of shares outstanding and the amendment effectuates only a stock
        split, within the meaning of General Corporation Law Section 188, and
        constitutes a proportional increase in the number of authorized shares.
  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 own knowledge and that this declaration was executed on May 5, 2005.
  ARTICLES
        OF INCORPORATION
 
 OF
 
 FIRST
        NORTHERN COMMUNITY BANCORP
 
 ARTICLE
        1
 
 The
        name
        of the corporation is First Northern Community Bancorp.
 
 ARTICLE
        2
 
 The
        purpose of the 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 company business or the practice
        of a
        profession permitted to be incorporated by the California Corporations
        Code.
 
 ARTICLE
        3
 
 The
        name
        in the State of California of the corporation's initial agent for service
        of
        process is:
 
 CT
        Corporation System
 
 ARTICLE
        4
 
 The
        corporation is authorized to issue one class of shares to be designated Common
        Stock ("Common Stock"). Such shares shall be without par value. The total
        number
        of shares of Common Stock the corporation shall have authority to issue is
        eight
        million (8,000,000).
  
  ARTICLE
        5
 
 Except
        as
        specified herein below, each holder of Common Stock of the corporation shall
        have full preemptive rights, as defined by law, to subscribe for or purchase
        such holder's proportionate share of any Common Stock that may be offered
        for
        sale or sold at any time by the corporation. The Board of Directors shall
        have
        the power to prescribe a reasonable period of time within which the preemptive
        rights to subscribe to the new shares of Common Stock must be exercised.
        The
        foregoing right shall not apply to the sale or issuance by the corporation
        of
        additional shares of Common Stock (i) in connection with the acquisition
        by the
        corporation of another entity or business segment of any such entity by merger,
        purchase of all or substantially all the assets or other type of acquisition
        transaction; (ii) pursuant to any stock option, stock purchase or other stock
        plan, agreement or arrangement previously approved by the corporation's
        shareholders; (iii) in a public offering provided that the terms of the offering
        include a requirement that if the offering is over-subscribed, shares will
        be
        allocated on a pro rata basis based on actual paid subscriptions received
        by the
        corporation.
  ARTICLE
        6
 
 6.1
        In
        addition to any affirmative vote required by law or these Articles of
        Incorporation, and except as otherwise expressly provided in Section 6.2
        of this
        Article 6, any "Business Combination" (as hereinafter defined), which shall
        be
        consummated at a time when there shall exist an "Interested Shareholder"
        (as
        hereinafter defined), shall require the affirmative vote of the holders of
        at
        least sixty-six and two thirds percent (66 2/3%) of the then outstanding
        shares
        of Common Stock of this corporation entitled to vote. Such affirmative vote
        shall be required notwithstanding the fact that no vote may be required or
        that
        a lesser percentage may be specified by law or otherwise.
 
 In
        addition to the higher vote requirement, except as otherwise expressly provided
        in Section 6.2 of this Article 6, prior to effecting any such Business
        Combination all of the following conditions shall have been met:
 
 6.1.1
        The
        aggregate amount of the cash and the "Fair Market Value" (as hereinafter
        defined) as of the date of the consummation of the Business Combination of
        consideration other than cash to be received per share by holders of the
        Common
        Stock in such Business Combination shall be at least equal to the higher
        of the
        following:
 
 6.1.1.1
        (if applicable) the highest per share price (including any brokerage
        commissions, transfer taxes and soliciting dealers' fees) paid by the Interested
        Shareholder for any shares of the Common Stock acquired by it (a) within
        the
        two-year period immediately prior to the first public announcement of the
        proposal of the Business Combination (the "Announcement Date") or (b) in
        the
        transaction in which it became an Interested Shareholder, if within two years
        of
        the Announcement Date, whichever is higher; and
 
 6.1.1.2
        the Fair Market Value per share of the Common Stock on the Announcement Date
        or
        on the date on which the Interested Shareholder became an Interested Shareholder
        the ("Determination Date"), if within two years of the Announcement Date,
        whichever is higher.
 
 6.1.2
        The
        consideration to be received by holders of the Common Stock shall be in cash
        or
        in the same form as the Interested Shareholder has previously paid for shares
        of
        the Common Stock. The price determined in accordance with Section 6.1.1 shall
        be
        subject to appropriate adjustment in the event of any stock dividend, stock
        split, combination of shares or similar event.
 
 6.1.3
        After such shareholder has become an Interested Shareholder and prior to
        the
        consummation of such Business Combination and except to the extent that the
        corporation may be prohibited by law from making a distribution to shareholders:
        (1) there shall have been (a) no reduction in the annual rate of dividends
        paid
        on the Common Stock of this corporation (except as necessary to reflect any
        subdivision of the Common Stock), except as approved by at least sixty-six
        and
        two-thirds percent (66 2/3%) of the "Disinterested Directors" (as hereinafter
        defined), and (b) an increase in such annual rate of dividends as necessary
        to
        reflect any reclassification (including any reverse stock split),
        recapitalization, reorganization or any similar transaction which has the
        effect
        of reducing the number or outstanding shares of the Common Stock, unless
        the
        failure so to increase such annual rate is approved by at least sixty-six
        and
        two-thirds percent (66 2/3%) of the Disinterested Directors; and (3) such
        Interested Shareholder shall have
        not
        become the beneficial owner of any additional shares of stock of this
        corporation except as part of the transaction which results in such shareholder
        becoming an Interested Shareholder within the two-year period prior to such
        consummation.
 
 6.1.4
        After such shareholder has become an Interested Shareholder, such Interested
        Shareholder shall not have received the benefit, directly or indirectly (except
        proportionately as a shareholder), of any loans, advances, guarantees, pledges
        or other financial assistance or any tax credits or other tax advantages
        provided by this corporation or any "Subsidiary" (as hereinafter defined),
        whether in anticipation of or in connection with such Business Combination
        or
        otherwise.
 
 6.1.5
        A
        proxy or information statement describing the proposed Business Combination
        and
        complying with the requirements of the Securities Exchange Act of 1934 and
        the
        rules and regulations thereunder (or any subsequent provisions replacing
        such
        Act, rules or regulations) shall be mailed to all holders of the Common Stock
        of
        this corporation at least 30 days prior to the consummation of such Business
        Combination (whether or not such proxy or information statement is required
        to
        be mailed pursuant to such Act or subsequent provisions).
  2
  6.2
        The
        provisions of Section 6.1 of this Article 6 shall not be applicable to any
        particular Business Combination, and such Business Combination shall require
        only such affirmative vote as is required by law and any other provision
        of
        these Articles of Incorporation, if the Business Combination shall have been
        approved by at least sixty-six and two-thirds percent (66 2/3%) of the
        Disinterested Directors; or, if either
 
 6.2.1
        there is pending any proceeding or other action by the Federal Deposit Insurance
        Corporation pursuant to ss. 1818(a) or ss. 1823(c) of Title 12 of the United
        States Code in connection with any of the banking subsidiaries of the
        corporation; or
 
 6.2.2
        there is outstanding any order of the Commissioner of Financial Institutions
        of
        the State of California pursuant to California Financial Code ss.ss. 3100-3132
        or ss.ss. 3180-3187 against any banking subsidiary of the corporation, or
        any
        other provision of similar purpose as hereinafter adopted and as the same
        may be
        amended at a future time.
 
 6.3
        For
        the purposes of this Article 6 the following definitions apply:
 
 6.3.1
        A
        "person" means any individual, firm, corporation or other entity.
 
 6.3.2
        "Interested Shareholder" means any person (other than this corporation or
        any
        Subsidiary) who or which:
 
 6.3.2.1
        is the beneficial owner, directly or indirectly, of ten percent (10%) or
        more of
        the issued and outstanding stock of this corporation; or
 
 6.3.2.2
        is an "Affiliate" of this corporation and at any time within the two-year
        period
        immediately prior to the date in question was the beneficial owner, directly
        or
        indirectly, of ten percent (10%) or more of the issued and outstanding stock
        of
        this corporation; or
 6.3.2.3
        is an assignee of or has otherwise succeeded to any shares of stock of this
        Corporation which were at any time within the two-year period immediately
        prior
        to the date in question beneficially owned by any Interested Shareholder,
        if
        such assignment or succession shall have occurred in the course of a transaction
        or series of transactions not involving a public offering within the meaning
        of
        the Securities Act of 1933.
 
 6.3.3
        A
        person shall be a "beneficial owner" of stock of this corporation:
 
 6.3.3.1
        which such person or any of its Affiliates or Associates (as hereinafter
        defined) beneficially owns, directly or indirectly; or
 
 6.3.3.2
        which such person or any of its Affiliates or Associates has (a) the right
        to
        acquire (whether such right is exercisable immediately or only after the
        passage
        of time), pursuant to any agreement, arrangement or understanding or upon
        the
        exercise of conversion rights, exchange rights, warrants or options, or
        otherwise, or (b) the right to vote pursuant to any agreement, arrangement
        or
        understanding; or
 
 6.3.3.3
        which are beneficially owned, directly or indirectly, by any other person
        with
        which such person or any of its Affiliates or Associates has any agreement,
        arrangement or understanding for the purpose of acquiring, holding, voting
        or
        disposing of any shares of stock of this corporation.
 
 6.3.4
        "Business Combination" shall include:
 
 6.3.4.1
        any merger or consolidation of the corporation or any Subsidiary with (i)
        any
        Interested Shareholder or (ii) any other corporation or other business entity
        (whether or not itself an Interested Shareholder) which is, or after such
        merger
        or consolidation would be, an Affiliate of an Interested Shareholder;
        or
 
 6.3.4.2
        any sale, lease, exchange, mortgage, pledge, transfer or other disposition
        (in
        one transaction or a series of transactions) to or with any Interested
        Shareholder or any Affiliate of any Interested Shareholder of any assets
        of the
        corporation or any Subsidiary having an aggregate Fair Market Value of ten
        percent (10%) or more of the total value of the assets of the corporation
        reflected in the most recent balance sheet of the corporation; or
 
 6.3.4.3
        the issuance or transfer by the corporation or any Subsidiary (in one
        transaction or a series of transactions) of any securities of the corporation
        or
        any Subsidiary to any Interested Shareholder or any Affiliate of any Interested
        Shareholder in exchange for cash, securities or other property (or a combination
        thereof) having an aggregate Fair Market Value of twenty percent (20%) of
        shareholders' equity or more; or
 
 6.3.4.4
        the adoption of any plan or proposal for the liquidation or dissolution of
        the
        corporation proposed by or on behalf of any Interested Shareholder or any
        Affiliate of any Interested Shareholder; except that this provision shall
        not
        limit the right of the shareholders to elect voluntarily to wind up or dissolve
        the corporation by the vote of shareholders holding shares of stock representing
        fifty percent (50%) or more of the stock then entitled to vote in the election
        of directors; or
  3
  6.3.4.5
        any reclassification of the corporation's securities (including any reverse
        stock split), or recapitalization of the corporation, or any merger or
        consolidation of the corporation with any of its Subsidiaries or any other
        transaction (whether or not with or into or otherwise involving any Interested
        Shareholder) which has the effect, directly or indirectly, of increasing
        the
        proportionate beneficial ownership of any Interested Shareholder or any
        Affiliate of any Interested Shareholder in the outstanding shares of any
        class
        of equity or convertible securities of the corporation or any
        Subsidiary.
 
 6.3.5
        "Affiliate," and "Associate" shall have the respective meanings ascribed
        to such
        terms in Rule 12b-2 of the General Rules and Regulations under the Securities
        Exchange Act of 1934, as in effect on January 1, 2000.
 
 6.3.6
        "Disinterested Director" means any member of the Board of Directors who is
        unaffiliated with the Interested Shareholder and was a member of the Board
        of
        Directors prior to the time that the Interested Shareholder became an Interested
        Shareholder, and any successor of a Disinterested Director who is unaffiliated
        with the Interested Shareholder and is recommended to succeed a Disinterested
        Director by a majority of Disinterested Directors then on the Board of
        Directors.
 
 6.3.7
        "Fair Market Value" means as to the stock of this corporation the fair market
        value on the date in question of a share of such stock as determined by the
        Board of Directors in good faith; and in the case of property other than
        cash or
        stock, the fair market value of such property on the date in question as
        determined by the Board of Directors in good faith.
 
 6.3.8
        "Subsidiary" means any corporation of which a majority of any class of equity
        security is owned, directly or indirectly, by this corporation; provided,
        however, that for purposes of the definition of Interested Shareholder, the
        term
        "Subsidiary" shall mean only a corporation of which a majority of each class
        of
        equity security is owned directly or indirectly by this
        corporation.
 
 In
        the
        event of any Business Combination in which this corporation survives, the
        phrase
        "other consideration to be received" as used in Section 6.1 of this Article
        6
        shall include the shares of stock of this corporation retained by the holders
        of
        such shares.
 
 6.4
        A
        majority of the directors shall have the power and duty to determine for
        the
        purposes of this Article 6, on the basis of information known to them after
        reasonable inquiry, (A) whether a person is an Interested Shareholder, (B)
        the
        number of shares of stock of this corporation beneficially owned by any person,
        (C) whether a person is an Affiliate or Associate of another, or (D) whether
        the
        assets which are the subject of any Business Combination constitute
        substantially all assets of this corporation. A majority of the directors
        shall
        have the further power to interpret all of the terms and provisions of this
        Article 6.
 
 6.5
        Nothing contained in this Article 6 shall be construed to relieve any Interested
        Shareholder from any fiduciary obligation imposed by law.
 
 6.6
        Notwithstanding any other provisions of these Articles of Incorporation or
        the
        By-laws (and notwithstanding the fact that a lesser percentage may be specified
        by law, these Articles of Incorporation or the By-laws) the affirmative vote
        of
        the holders of at least sixty-six and
        two-thirds percent (66 2/3%) of the outstanding stock of this corporation
        shall
        be required to amend, repeal or adopt any provisions inconsistent with this
        Article 6.
 
 ARTICLE
        7
 
 The
        Board
        of Directors, when evaluating any offer of another party to (a) make a tender
        or
        exchange offer for any Equity Security (as defined hereinafter) of the
        corporation, (b) merge or consolidate the corporation with another corporation,
        or (c) purchase, lease, or otherwise acquire all or substantially all of
        the
        property of the corporation, shall in connection with the exercise of its
        judgment in determining what is in the best interests of the corporation
        and its
        shareholders consider all of the following factors and any other factors
        it
        deems relevant: (i) the social and economic effects on the employees,
        shareholders, customers, suppliers, and other constituents of the corporation
        and its subsidiaries and on the communities in which the corporation or its
        subsidiaries operate or are located, including, without limitation, the
        availability of credit and other banking services to the communities served
        by
        the corporation; (ii) whether the proposed transaction might violate federal
        or
        state laws; and (iii) not only the consideration being offered in the proposed
        transaction in relation to the then current market price for or book value
        of
        the outstanding Common Stock of the corporation, but also to the market price
        for or book value of the Common Stock of the corporation over a period of
        years
        and the corporation's future value as an independent entity. For purposes
        of
        this Article 7, "Equity Security" shall have the meaning ascribed to such
        term
        in Section 3(a)(11) of the Securities Exchange Act of 1934, as in effect
        on
        January 1, 2000.
  4
  ARTICLE
        8
 
 The
        liability of directors of the corporation for monetary damages shall be
        eliminated to the fullest extent permissible under California law. The
        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, to the fullest extent permissible under California law. Any
        amendment, repeal or modification of any provision of this Article 8 shall
        not
        adversely affect any right or protection of an agent of the corporation existing
        at the time of such amendment, repeal or modification.
 
 Dated:
        February 3, 2000.






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