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                                                                    EXHIBIT 3.1

                                     CHARTER
                                       OF
                       STATE OF FRANKLIN BANCSHARES, INC.

                  Pursuant to the Tennessee Business Corporation Act, the
undersigned corporation hereby adopts the following as its Charter:

                   1. The name of the Corporation is:

                       STATE OF FRANKLIN BANCSHARES, INC.

                   2. The number of shares the Corporation is authorized to
issue is ten million (10,000,000) shares of Common Stock, one dollar ($1.00) par
value.

                   Except as otherwise limited by law, the Board of Directors
shall be empowered to issue such stock in one or more series, and with such
rights and preferences and upon such terms, including convertibility, as the
Board shall determine.

                   3. The street address of the registered office of the
Corporation shall be 1907 North Roan Street, Johnson City, Washington County,
Tennessee 37601. The name of the Corporation's initial registered agent at its
registered office is Charles E. Allen, Jr.

                   4. The address of the principal office of the Corporation is
1907 North Roan Street, Johnson City, Washington County, Tennessee 37601.

                   5. The Corporation is a for profit corporation.

                   6. The Corporation shall have and exercise all of the powers
and rights conferred by the Tennessee Business Corporation Act as amended from
time to time or any successor provisions thereto.

                   7. (a) To the fullest extent that the Tennessee Business
Corporation Act as it exists on the date hereof or as it may hereafter be
amended, permits the limitation or elimination of the liability of Directors, a
Director of the Corporation shall not be personally liable to the Corporation or
its shareholders for monetary damages for a breach of fiduciary duty as a
Director, except for liability (i) for any breach of the Director's duty of
loyalty to the Corporation or its shareholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, or (iii) under Section 48-18-304 of the Tennessee Business Corporation Act,
as the same exists or hereafter may be amended. If the Tennessee Business
Corporation Act is amended after approval by the shareholders of this provision
to authorize corporate action further eliminating or limiting the personal
liability of Directors, the liability of a Director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Tennessee Business
Corporation Act, as so amended from time to time. Any repeal or modification of
this paragraph by the shareholders of the Corporation shall be prospective only,
and shall not adversely affect any limitation on the personal liability of a
Director of the Corporation existing at the time of such repeal or modification.


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                            (b)     The Corporation shall have the power to 
indemnify any Director, officer, employee, agent of the Corporation, or any
other person who is serving at the request of the Corporation in any such
capacity with another corporation, partnership, joint venture, trust, or other
enterprise (including, without limitation, any employee benefit plan) to the
fullest extent permitted by the Tennessee Business Corporation Act as it exists
on the date hereof or as it may hereafter be amended, and any such
indemnification may continue as to any person who has ceased to be a Director,
officer, employee, or agent and may inure to the benefit of the heirs,
executors, and administrators of such a person.

                            (c)     By action of its Board of Directors, 
notwithstanding any interest of the Directors in the action, the Corporation may
purchase and maintain insurance, in such amounts as the Board of Directors deems
appropriate, to protect any Director, officer, employee, or agent of the
Corporation or any other person who is serving at the request of the Corporation
in any such capacity with another corporation, partnership, joint venture,
trust, or other enterprise (including, without limitation, any employee benefit
plan) against any liability asserted against him or her or incurred by him or
her in any such capacity or arising out of his or her status as such (including,
without limitation, expenses, judgments, fines, and amounts paid in settlement)
to the fullest extent permitted by the Tennessee Business Corporation Act as it
exists on the date hereof or as it may hereafter be amended, and whether or not
the Corporation would have the power or would be required to indemnify such
person under the terms of any agreement or by-law of the Tennessee Business
Corporation Act. For the purposes of this paragraph (c), "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit plan.

                                    Kathryn Reed Edge, Incorporator




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