**Exhibit
        3.1**
 
 COMMONWEALTH
        OF PENNSYLVANIA
 DEPARTMENT
        OF STATE
 CORPORATION
        BUREAU
 
 **COMMUNITY
        BANKS, INC.**
 **ARTICLES
        OF INCORPORATION**
 **AMENDED
        AND RESTATED 5/8/02**
 **FURTHER
        AMENDED AND RESTATED 6/7/2005**
 
 1.
        The
        name of the corporation is Community Banks, Inc.
 
 2.
        The
        location and address of the initial registered office of the corporation
        in the
        Commonwealth of Pennsylvania is 750 East Park Drive, Harrisburg, PA
        17111.
 
 3.
        The
        corporation is incorporated under the Business Corporation Law of the
        Commonwealth of Pennsylvania for the following purpose or purposes:
 
 To
        have
        unlimited power to engage in and to do any lawful act concerning any or all
        lawful business for which corporations may be incorporated under the provisions
        of the Business Corporation Law of the Commonwealth of Pennsylvania. The
        corporation is incorporated under the provisions of the Business Corporation
        Law
        of the Commonwealth of Pennsylvania (Act of May 5, 1933, P.L. 364, as
        amended).
 
 4.
        The
        term for which the corporation is to exist is perpetual.
 
 5.
        The
        aggregate number of shares which the Corporation shall have authority to
        issue
        is 50,500,000 shares, divided into two classes consisting of 50,000,000 shares
        of Common Stock with a par value of $5.00 per share and 500,000 shares of
        Preferred Stock without a par value. The Board of Directors shall have the
        full
        authority permitted by law to fix by resolution full, limited, multiple or
        fractional, or no voting rights, and such designations and preferences,
        priorities, qualifications, privileges, limitations, restrictions, options,
        conversion rights, dividend features, retirement features, liquidation features,
        redemption features or other special or relative rights that may be desired
        for
        the Preferred Stock and any series thereof, and to issue such Preferred Stock
        from time to time in one or more series. The designations, preferences,
        priorities, qualifications, privileges, limitations, restrictions, options,
        conversion rights, dividend features, retirement features, liquidation features,
        redemption features and any other special or relative rights of any series
        of
        Preferred Stock may differ from those of any and all series at any time
        outstanding.
 
 Authorized
        but unissued shares of stock of the Corporation may be issued only if
        seventy-five (75%) percent of the entire Board of Directors consents to the
        issuance.
 
 6.
        The
        name and post office address of each incorporator and the number and class
        of
        shares subscribed by each incorporator is:
 
 1
  NAME
                ADDRESS
                NO.
                    AND CLASS OF SHARESThomas
                    L. Miller
                475
                    Schoolhouse Lane
                One
                    Share of common stockMillersburg,
                    PA 17061
 7.
        Cumulative voting for the election of directors shall not be
        permitted.
 
 8.
        No
        holder of any class of capital stock of the corporation shall have preemptive
        rights, and the corporation may issue shares, option rights or securities
        having
        conversion or option rights with respect to shares and any other securities
        of
        any class without first offering them to shareholders of any class or
        classes.
 
 9.
        To the
        full extent permitted by law, the Board of Directors is expressly vested
        with
        the authority to make, alter, amend and repeal such By-laws as it may deem
        necessary or desirable for the corporation, subject to the statutory power
        of
        the shareholders to change such action but only upon the affirmative vote
        of the
        holders of the outstanding capital stock of the corporation entitled to cast
        at
        least seventy-five (75%) percent of the votes which all shareholders are
        entitled to cast thereon at a regular or special meeting of the shareholders
        duly convened after notice to the shareholders of that purpose.
 
 10.
        A.
        The Board of Directors of the corporation may, in its sole discretion, and
        it is
        hereby declared a proper corporate purpose for the Board of Directors, if
        it
        deems it advisable, to oppose any offer, proposal or attempt by any corporation
        or other business entity, person or group to (a) make any tender or other
        offer
        to acquire any of the corporation’s securities; (b) merge or consolidate the
        corporation with or into another entity; (c) purchase or otherwise acquire
        all
        or substantially all of the assets of the corporation; or (d) make any
        transaction similar in purpose or effect to any of the above. In considering
        whether to oppose, recommend or remain neutral with respect to any of the
        aforesaid offers, proposals or plans, the Board of Directors shall evaluate
        what
        is in the best interests of the corporation and may, but is not legally
        obligated to, consider any pertinent factors which may include but are not
        limited to any of the following:
 
 (1)
        Whether the offering price, whether in cash or in securities, is adequate
        and
        acceptable based upon both the current market price of the corporation’s
        securities and the historical and present operating results or financial
        condition of the Corporation.
 
 (2)
        Whether a price more favorable to the shareholders may be obtained now or
        in the
        future from other offerors and whether the corporation’s continued existence as
        an independent corporation will affect the future value of the
        corporation.
 
 (3)
        The
        impact the offer would have on the employees, depositors, clients and customers
        of the corporation or its subsidiaries and the communities which they
        serve.
 
 2
 
 (4)
        The
        present and historical financial position of the offeror, its reputation
        in the
        communities which it serves and the social and/or economic effect which the
        reputation and practices of the offeror or its management and affiliates
        would
        have upon the employees, depositors and customers of the Corporation and
        the
        community which the Corporation serves.
 
 (5)
        An
        analysis of the value of securities (if any) offered in exchange for the
        Corporation’s securities.
 
 (6)
        Any
        anti-trust or other legal or regulatory issues raised by the offer.
 
 B.
        If the
        Board of Directors determines that an offer should be rejected, it may take
        any
        lawful action to accomplish its purpose, including, but not limited to, any
        or
        all of the following: advising shareholders not to accept the offer; litigation
        against the offeror; filing complaints with all government and regulatory
        authorities having jurisdiction over the offer; causing the corporation to
        acquire its own securities; selling or otherwise issuing authorized but unissued
        securities or treasury stock and granting options with respect thereto;
        acquiring a company to create anti-trust or other regulatory problem for
        the
        offeror; and obtaining a more favorable offer from another individual or
        entity.
 
 11.
        No
        corporate action (as hereinafter defined) shall be authorized unless there
        are
        cast in favor of the corporation action at least seventy-five (75%) percent
        of
        the votes which all shareholders are entitled to cast thereon.
 
 Provided,
        however, that if sixty-six and two-thirds (66 2/3%) percent of the entire
        Board
        of Directors of the Corporation recommends approval of the corporate action
        to
        the shareholders, said corporate action shall be authorized if there are
        cast in
        favor of the corporate action at least sixty-six and two-thirds (66 2/3%)
        percent of the votes which all shareholders are entitled to cast
        thereon.
 
 The
        term
“corporate action” shall be deemed to include any and all of the following, if
        such action is to be effected by the vote of the shareholders or if approval
        of
        the shareholders is required under the Articles of Incorporation of the
        corporation as then in effect or under the Business Corporation Law of 1933,
        as
        amended:
 
 (a)
        The
        amendment of Articles 5, 7, 8, 9, 10, 11, or 12 of these Articles of
        Incorporation;
 
 (b)
        The
        removal of one or more directors;
 
 (c)
        A
        Business Combination (as hereinafter defined).
 
 For
        the
        purposes of this Article 11, the following terms shall have the meaning set
        forth below:
 
 3
 
 (a)
        “Subsidiary” means any corporation of which a majority of any class of equity
        security (as defined in the General Rules and Regulations under the Securities
        Exchange Act of 1934) is owned, directly or indirectly, by the
        Corporation;
 
 (b)
        The
        term “all or substantially all of the assets” shall mean assets having a book
        value in excess of ten (10%) percent of the book value of the total consolidated
        assets of the corporation at the end of its most recent fiscal year ending
        prior
        to the time the determination is made, all determined in accordance with
        generally accepted accounting principles.
 
 (c)
        The
        term “Business Combination” shall mean any and all of the
        following:
 
 (i)
        Any
        merger or consolidation of the corporation with or into another
        corporation;
 
 (ii)
        Any
        merger or consolidation of a subsidiary of the corporation with or into another
        corporation if (i) the resulting, surviving or continuing corporation, as
        the
        case may be, would not be a subsidiary of the corporation or (ii) the total
        number of common shares of the corporation issued or delivered in connection
        with such transaction, plus those initially issuable upon conversion of any
        other shares, securities or obligation to be issued in connection with such
        transaction, exceed fifteen (15%) percent of the common shares of the
        corporation outstanding immediately prior to the date on which such transaction
        is consummated;
 
 (iii)
        Any
        sale, lease, exchange, mortgage, pledge, transfer or other disposition of
        all or
        substantially all of the assets of the corporation;
 
 (iv)
        Any
        sale, lease, exchange, mortgage, pledge, transfer or other disposition of
        all or
        substantially all the assets of a subsidiary of the corporation whose total
        assets exceed twenty (20%) percent of the total assets of the corporation
        as
        reflected on the most recent consolidated balance sheet of the
        corporation;
 
 (v)
        Any
        sale of all or substantially all of the stock in a subsidiary whose total
        assets
        exceed twenty (20%) percent of the total assets of the corporation as reflected
        on the most recent consolidated balance sheet of the corporation;
 
 (vi)
        Any
        plan or proposal for the liquidation or dissolution of the corporation or
        of any
        subsidiary of the corporation whose total assets exceed twenty (20%) percent
        of
        the total assets of the corporation as reflected on the most recent consolidated
        balance sheet of the corporation;
 
 (vii)
        Any
        reclassification of securities (including any reverse stock split) or
        recapitalization of the corporation, or any reorganization, merger or
        consolidation of the corporation with any of its subsidiaries or any similar
        transaction; or
 
 (viii)
        The issuance in a single or one or more related transactions of voting shares
        of
        the corporation sufficient to elect a majority of the directors of the
        corporation.
 
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 12.
        The
        Corporation shall, to the fullest extent permitted by applicable law, indemnify
        any and all persons whom it shall have the power to indemnify from and against
        any and all expenses, liabilities or other matter for which indemnification
        is
        permitted by applicable law, and the indemnification provided for herein
        shall
        not be deemed exclusive of any other rights to which those indemnified may
        be
        entitled under any by-law, agreement, vote of shareholders or disinterested
        directors or otherwise, both as to action in his official capacity and as
        to
        action in another capacity while holding such office, and shall continue
        as to a
        person who has ceased to be a director, officer, employee or agent and shall
        inure to the benefit of the heirs, executors and administrators of such a
        person.




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