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Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF INTERMOUNTAIN COMMUNITY BANCORP The following Amended and Restated Articles of Incorporation are executed by the undersigned,
an Idaho corporation: ARTICLE IName Of The Corporation The name of this Corporation is Intermountain Community Bancorp. ARTICLE IIAuthorized Shares The total number of shares that the Corporation shall have authority to issue is Twenty-Four
Million (24,000,000) shares of no par value Common Stock. ARTICLE IIIDuration of Corporate Existence The corporate existence of this Corporation is perpetual. ARTICLE IVCorporate Purposes The Corporation may engage in any and all activities authorized for a bank holding company and
its subsidiaries under The Bank Holding Company Act of 1956, as amended (12 USC 1841 et. seq.), and
regulations promulgated thereunder by the Federal Reserve Board and other regulatory authorities
which have jurisdiction over the activities of bank holding companies and their subsidiaries.
Subject to any limitations imposed by the Bank Holding Company Act of 1956, as amended, the
Corporation may also engage in any and all activities authorized for an Idaho corporation pursuant
to The Act. ARTICLE VBoard of Directors Section 1. 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. In the event that the number of directors is fixed at nine (9) or more, then the directors
shall be classified with respect to the time for which they severally hold office, into three
classes: Class I, Class II, and Class III, which shall be as nearly equal in number as possible and
shall be adjusted from time to time in the discretion of the Chair of the Board of Directors of the
Corporation or the Board of Directors in order to maintain such proportionality. In the event that the number of directors is fixed at nine (9) or more directors, then the
directors shall be classified into classes by the Chair of the Board of Directors or the Board of
Directors of the Corporation. Each director in Class I shall hold office for a term expiring at
the annual meeting of shareholders held one year after his or her classification; each director in
Class II shall hold office for a term expiring at the annual meeting of the shareholders held two
years after his or her classification, and each director in Class III shall hold office for a term 1




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expiring at the annual meeting of shareholders held three years after his or her
classification. Notwithstanding the foregoing provision of this Article V, each director shall
serve until his or her successor shall be duly elected and qualified or until his or her earlier
death, resignation, or removal. At each annual meeting of shareholders beginning with the annual
meeting following the classification of the Board of Directors, the successors to the class of
directors whose terms shall expire at that meeting shall be elected to hold office for a term
expiring at the annual meeting of shareholders held in the third year following the year of their
election and until their successors shall have been duly elected and qualified or until their
earlier death, resignation, or removal. No decrease in the number of directors by amendment to
these Articles shall have the effect of shortening the term of any incumbent director. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in
the election at a shareholders meeting at which a quorum is present. Shareholders do not have the
right to cumulate their votes when voting for the election of directors. Section 2. 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. Section 3. 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: (1) receipt of a financial benefit to which he or she is not entitled; (2) an intentional infliction of harm to the Corporation or its shareholders; (3) 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 (4) an intentional violation of criminal law. Section 4. 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. Section 5. 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. ARTICLE VIExemption From Personal Liability Section 1. 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: (1) the amount of a financial benefit received by a director to which he or she is not
entitled; 2




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(2) an intentional infliction of harm on the Corporation or the shareholders; (3) 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 (4) an intentional violation of criminal law. Section 2. 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. Section 3. 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. ARTICLE VIINo Preemptive Rights All shares of stock of this Corporation shall be without preemptive rights. ARTICLE VIIIIndemnification and Advancement of Expenses Section 1. 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: (1) receipt of a financial benefit to which he or she is not entitled; (2) an intentional infliction of harm on the Corporation or its shareholders; (3) a violation of § 30-1-833, Idaho Code in effect as of the date these Articles
are filed or as maybe subsequently amended; or (4) an intentional violation of criminal law. Section 1. 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. Section 3. 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. Section 4. 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 3




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to indemnify that person against the same liability under the provisions of this Article VIII
or under applicable Idaho law. Section 5. 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. Section 6. 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. Section 7. 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 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. ARTICLE IXMerger Vote Section 1. 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. Change in Control means any transaction in which the Corporation merges into or consolidates
with another entity, or merges another entity into the Corporation, and as a result less than 50%
of the combined voting power of the resulting corporation immediately after the merger or
consolidation is held by persons who were the holders of the Corporations voting securities
immediately before the merger or consolidation. Section 2. 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. ARTICLE XShareholder Meeting Provisions Any action required or permitted to be taken by the shareholders of this Corporation must be
effected at a duly called annual or special meeting of such shareholders and may not be effected by
any consent in writing by such shareholders. At any annual meeting or special meeting of
shareholders of this Corporation, only such business shall be conducted as shall have been brought
before such meeting in the manner provided by the Bylaws of this Corporation. ARTICLE XIAmendments Section 1. 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. Section 2. 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 4




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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. These Amended and Restated Articles of Incorporation are executed by the corporation by its duly
authorized officer. Dated: May 6, 2005 INTERMOUNTAIN COMMUNITY BANCORPBy
    
    /s/ Curt HeckerCurt Hecker, President and CEO
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