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EXHIBIT 3.1
 AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
INTERMOUNTAIN COMMUNITY BANCORP
  Name Of The Corporation
  Authorized Shares
  Duration of Corporate Existence
  Corporate Purposes
 et. seq.),
 Board of Directors
 NUMBER, CLASSIFICATION, TERM AND ELECTION OF DIRECTORS : The Board of Directors shall
consist of not less than five (5) nor more than fifteen (15) members, the exact number to be fixed
and determined from time-to-time by resolution of the Board of Directors. Except as otherwise
provided herein, all directors shall serve until the next annual meeting of shareholders and until
their successors are duly elected and qualified.




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CERTAIN BOARD ACTIONS : When evaluating any offer of another party for a tender or exchange
offer for any equity security of the Corporation, or any proposal to merge or consolidate the
Corporation with another corporation, or to purchase or otherwise acquire all of substantially all
of the properties and assets of the Corporation, the directors of the Corporation may, in
determining what they believe to be in the best interests of the Corporation and its shareholders,
give due consideration to the social, Legal, and economic effects on employees, customers, and
suppliers of the Corporation and its subsidiaries, and on the communities and geographical areas in
which the Corporation and its subsidiaries operate, the economy of the state and the nation, the
long-term as well as short-term interests of the Corporation and its shareholders, including the
possibility that these interests maybe best served by the continued independence of the Corporation
and other relevant facts.
 REMOVAL FOR CAUSE : The shareholders of the Corporation may remove one or more directors in
the midst of the directors term only for cause. A director may be removed by the shareholders
only at a meeting called for the purpose of removing the director and the meeting notice must state
that the purpose, or one of the purposes, of the meeting is removal of the director. For the
purposes of this Article V, cause shall be defined as:
 
    
    receipt of a financial benefit to which he or she is not entitled;
    
    an intentional infliction of harm to the Corporation or its shareholders;
    
    a violation of § 30-1-833, Idaho Code in effect as of the date these Articles are filed
or as may be subsequently amended; or
    
    an intentional violation of criminal law.
 VACANCIES : Subject to applicable statutes and regulations regarding director approval by
regulatory authorities having jurisdiction over the activities of the Corporation and its
subsidiaries, any vacancy occurring in the Board of Directors may be filled only by the affirmative
vote of a majority of the remaining directors although less than a quorum of the Board of
Directors. A director elected to fill a vacancy shall hold office for the unexpired portion of the
term of the director whose position shall be vacant and until his or her successor shall be elected
and qualified.
 ARTICLE AMENDMENT OR REPEAL : Notwithstanding any other provisions of the Articles or the
Bylaws of the Corporation, the provisions of this Article V may not be amended or repealed, and no
provisions inconsistent herewith may be adopted by the Corporation, without the affirmative vote of
two-thirds (2/3) of all votes entitled to be cast on the matter.
 Exemption From Personal Liability
 ELIMINATION OF LIABILITY : No director of the Corporation shall be personally liable to the
Corporation or its shareholders, for monetary damages for conduct as a director, provided, however,
that this Article VI shall not eliminate or limit the liability of a director for:
 
    
    the amount of a financial benefit received by a director to which he or she is not entitled;
    
    an intentional infliction of harm on the Corporation or the shareholders;
    
    a violation of § 30-1-833, Idaho Code in effect as of the date these Articles are filed
or as may be subsequently amended; or
    
    an intentional violation of criminal law.
 SUBSEQUENT STATUTORY AMENDMENTS : If Idaho law is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by Idaho law as so
amended.




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ARTICLE AMENDMENT OR REPEAL : Notwithstanding any other provisions of the Articles or the
Bylaws of the Corporation, the provisions of this Article VI may not be amended or repealed, and no
provisions inconsistent herewith may be adopted by the Corporation, without the affirmative vote of
two-thirds (2/3) of all votes entitled to be cast on the matter. Further, no amendment to or
repeal of this Article VI shall apply to or have any effect upon the liability or alleged liability
of any director of the Corporation for or with respect to any acts or omissions which occurred
prior to such amendment or repeal.
 No Preemptive Rights
  Indemnification and Advancement of Expenses
 INDEMNIFICATION : To the fullest extent permitted by The Act, the Corporation shall
indemnify any director or officer of the Corporation made a party to a proceeding because the
person is a director or officer of the Corporation against liability incurred in that proceeding;
provided, however, no indemnification pursuant to this Section 1 shall indemnify any director from
or an account of:
 
    
    receipt of a financial benefit to which he or she is not entitled;
    
    an intentional infliction of harm on the Corporation or its shareholders;
    
    a violation of § 30-1-833, Idaho Code in effect as of the date these Articles are filed
or as maybe subsequently amended; or
    
    an intentional violation of criminal law.
 ADVANCEMENT OF EXPENSES : The Corporation may, but shall not be required to, pay for or
reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding
in advance of the final disposition of the proceeding to the fullest extent permitted by The Act,
and in particular § 30-1-853, Idaho Code in effect as of the date these Articles are filed or as
may be subsequently amended.
 CERTAIN DEFINITIONS : For purposes of this Article VIII, the terms corporation, director,
disinterested director, expenses, liability, official capacity, party and proceeding shall have
the meaning given to them in § 3-1-850, Idaho Code as in effect as of the date these Articles of
Incorporation are filed or as maybe subsequently amended.
 INSURANCE : The Corporation may purchase and maintain insurance on behalf of any person who
is a director or officer of the Corporation or one of its subsidiaries or is serving at the request
of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign
or domestic corporation, partnership, joint venture, trust, employee benefit plan or other entity
against liability asserted against or incurred by that person in such capacity or arising out of
his status as such, whether or not the Corporation would have the power to indemnify that person
against the same liability under the provisions of this Article VIII or under applicable Idaho law.
 PURPOSE AND EXCLUSIVITY : The indemnification referred to in the various subsections of
this Article VIII shall be deemed to be in addition to and not in lieu of any other rights to which
those indemnified may be entitled under any statute, specifically but without limitation § 30-1-850
through 30-1-859, Idaho Code in effect as of the date these Articles are filed, or as may be
subsequently amended, rule of law or equity, agreement, vote of the shareholders or Board of
Directors or otherwise. The Corporation is authorized to enter into agreements of indemnification.
The purpose of this Article VIII is to augment the provisions of applicable Idaho law dealing with
indemnification.
 SEVERABILITY : If any of the provisions of this Article VIII are found, in any action, suit
or proceeding, to be invalid or ineffective, the validity and the effect of the remaining
provisions shall not be affected.
 ARTICLE AMENDMENT OR REPEAL : Notwithstanding any other provisions of the Articles or the
Bylaws of the Corporation, the provisions of this Article VIII may not be amended or repealed, and
no provisions inconsistent




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herewith may be adopted by the Corporation, without the affirmative vote of two-thirds (2/3) of all
votes entitled to be cast on the matter.
 Merger Vote
 REQUIRED SHAREHOLDER VOTE : In order for a Plan of Merger or Share Exchange that would
result in a Change in Control (as defined below) of the Corporation to be approved, the holders of
two-thirds (2/3) of the Corporations shares entitled to vote must vote in favor of the plan.
  ARTICLE AMENDMENT OR REPEAL : Notwithstanding any other provisions of the Articles or the
Bylaws of the Corporation, the provisions of this Article IX may not be amended or repealed, and no
provisions inconsistent herewith may be adopted by the Corporation, without the affirmative vote of
two-thirds (2/3) of all of the votes entitled to be cast on the matter.
 Shareholder Meeting Provisions
  Amendments
 AMENDMENTS TO ARTICLES BY SHAREHOLDERS : Except as otherwise provided by The Act or by
these Articles, no amendment, addition, alteration, change or repeal of these Articles shall be
made, unless such is first proposed by the Board of Directors of the Corporation and thereafter
approved by the shareholders by a majority of the total votes eligible to be cast at a legal
meeting. Any amendment, addition, alteration, change or repeal so acted upon, shall be effective
upon filing in accordance with statutory and regulatory procedures.
 AMENDMENTS TO ARTICLES BY BOARD OF DIRECTORS : To the extent permitted by The Act, the
Board of Directors may amend the Articles by resolution adopted by a majority of the directors, so
long as its Articles, as amended, contain only such provisions as might lawfully be contained in
original Articles at the time of making such amendment.