**Exhibit 3.1**

** **

**BYLAWS**

**OF**

**CARDINALFINANCIAL CORPORATION**

(restated inelectronic format to reflect all amendments through April 24, 2009)

 

**ARTICLE I**

**ShareholderMatters**

 

Section 1.1.            AnnualMeetings.

 

A.            Theannual meeting of the shareholders of the Corporation shall be held at such atime and place as may be decided by the Board of Directors and indicated in thenotice of the meeting.

 

B.            Atthe annual meeting of the shareholders of the Corporation, Directors shall beelected and reports of the affairs of the Corporation shall be received andconsidered.  Any other business may betransacted which is within the powers of the shareholders, except that, if anyshareholder shall bring new business before the annual meeting, the shareholdermust give advance notice as set forth in Section 1.6 of these Bylaws.

 

C.            TheBoard of Directors may designate any place, either within or without theCommonwealth of Virginia, as the place of meeting for any annual meeting or forany special meeting.  If no place isdesignated by the Board, the place of meeting shall be the principal office ofthe Corporation.

 

Section 1.2.            SpecialMeetings.  A special meeting of theshareholders may be called for any purpose or purposes whatsoever at any time,but only by the President or the Chairman of the Board of Directors, or theBoard of Directors.

 

Section 1.3.            Noticeof Meetings.  Notice of the time andplace of every annual meeting or special meeting shall be mailed to eachShareholder of record entitled to vote at the meeting at his address as itappears on the records of the Corporation not less than ten (10) nor morethan sixty (60) days before the date of such meeting (except as a differenttime may be specified by law).

 

Section 1.4.            Quorum.  A majority of the votes entitled to be caston a matter by a voting group constitutes a quorum of such voting group foraction on such matter.  If there is not aquorum at the time for which a meeting shall have been called, the meeting maybe adjourned from time to time by a majority of the shareholders present orrepresented by proxy without notice, other than by announcement at the meeting,until there is a quorum.

 

Section 1.5.            Voting.  Except as the Articles of Incorporationotherwise provide, at any meeting of the shareholders, each outstanding share,regardless of class, is entitled to one vote on each matter voted on at ashareholders’ meeting.

 

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Section 1.6.            Noticeof Shareholder Business.  (a) Atan annual meeting of the shareholders of the Corporation, only such businessshall be conducted as shall have been properly brought before the meeting.  To be brought before an annual meeting,business must be (a) specified in the notice of meeting (or any supplementthereto) given by or at the direction of the Board of Directors, (b) otherwisebrought before the meeting by or at the direction of the Board of Directors, or(c) otherwise properly brought before the meeting by a shareholder.  For business to be properly brought before anannual meeting by a shareholder, the Shareholder must have given timely noticethereof in writing to the Secretary of the Corporation.  To be timely, a shareholder’s notice must bedelivered to or mailed and received at the principal executive offices of theCorporation, not less than sixty (60) days nor more than ninety (90) days priorto the date of the scheduled annual meeting, regardless of any postponements,deferrals or adjournments of that meeting to a later date; provided, however,that in the event that less than seventy (70) days’ notice or prior public disclosureof the date of the scheduled annual meeting is given or made, notice by ashareholder, to be timely, must be so received not later than the close ofbusiness on the tenth (10th) day following the earlier of the day on which suchnotice of the date of the scheduled annual meeting was mailed or the day onwhich such public disclosure was made.  Ashareholder’s notice to the Secretary of the Corporation shall set forth as toeach matter the shareholder proposes to bring before the annual meeting (a) abrief description of the business desired to be brought before the annualmeeting and the reasons for conducting such business at the annual meeting, (b) thename and address, as they appear on the Corporation’s books of the shareholderproposing such business and of any other person or entity who is the record orbeneficial owner of any shares of the Corporation and who, to the knowledge ofthe shareholder proposing such business, supports such proposal, (c) theclass and number of shares of the Corporation which are beneficially owned andowned of record by the shareholder proposing such business on the date of hisnotice to the Corporation and the number of shares so owned by any person orentity who, to the knowledge of the shareholder proposing such business,supports such proposal and (d) any material interest (financial or other)of such shareholder in such proposal. Notwithstanding anything in these Bylaws to the contrary, no businessshall be conducted at any annual meeting except in accordance with theprocedures set forth in this Section 1.6. The Chairman of an annual meeting shall, if the facts warrant, determineand declare to the meeting that business was not properly brought before themeeting and in accordance with the provisions of this Section 1.6. and ifhe should so determine, he shall so declare to the meeting and any suchbusiness not properly brought before the meeting shall not be transacted.

 

(b)           Nothingin Section 1.6(a) shall be interpreted to mean that a shareholdershall not be permitted to ask pertinent questions or to express his or herviews on any pertinent matter.

 

Section 1.7.            Orderof Business.  All meetings ofshareholders shall be conducted in accordance with such rules as areprescribed by the Chairman of the meeting and he shall determine the order ofbusiness at all meetings of the shareholders.

 

Section 1.8.            Inspectors.  The Board of Directors, in advance of anymeeting of shareholders, may, but shall not be required to, appoint one or moreinspectors to act at such meeting or any adjournment thereof.  If any of the inspectors so appointed shallfail to appear or

 

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act, the Chairman of the meeting may appoint one or moreinspectors.  The inspectors shalldetermine the number of shares of capital stock of the Corporation outstandingand the voting power of each, the number of shares represented at the meeting,the existence of a quorum, the validity and effect of proxies, and shallreceive votes, ballots or consents, hear and determine all challenges andquestions arising in connection with the right to vote, count and tabulate allvotes, ballots or consents, determine the results, and do such acts as areproper to conduct the election or vote with fairness to all shareholders.  On request of the Chairman of the meeting,the inspectors shall make a report of any challenge, request or matterdetermined by them and shall execute a certificate of any fact found by them.  No director or candidate for the office ofdirector shall act as an inspector of an election of directors.  Inspectors need not be shareholders.

 

**ARTICLEII**

**Directors**

 

Section 2.1.            GeneralPowers.  The business and affairs ofthe Corporation shall be managed under the direction of the Board of Directorsand, except as otherwise expressly provided by law or by the Articles ofIncorporation, or by these Bylaws, all of the powers of the Corporation shallbe exercised by or under the authority of said Board of Directors.

 

Section 2.2. Numberand Qualification.  The Board of Directors shall consist of eleven(11) Directors.  Except for individuals who are on the Board of Directorson April 21, 2004 (who may be reelected one or more times, regardless ofage), no one who is seventy years of age or older shall be eligible to standfor election to the Board of Directors.

 

Asmore particularly described in the Articles of Incorporation, the directorsshall be divided into three classes (A, B and C) as nearly equal in number aspossible.  The initial term of office for members of Class A shallexpire at the first annual meeting of stockholders after their election; theinitial term of office for members of Class B shall expire at the secondannual meeting of stockholders after their election; and the initial term ofoffice for members of Class C shall expire at the third annual meeting ofstockholders after their election.  At each annual meeting of stockholdersfollowing such initial classification and election, directors elected tosucceed those directors whose terms expire shall be elected for a term ofoffice to expire at the third succeeding annual meeting of stockholders aftertheir election, and shall continue to hold office until their respectivesuccessors are elected and qualify.

 

Inthe event of any increase or decrease in the number of directors fixed by theBylaws, all classes of directors shall be increased or decreased as equally asmay be possible.  Newly-created directorships resulting from an increaseby not more than two in the authorized number of directors or any vacancies inthe Board of Directors resulting from death, resignation, retirement,disqualification, removal from office, or other cause, shall be filled by theaffirmative vote of a majority of the directors then in office, whether or nota quorum.  Each director so chosen shall hold office until the expirationof the term of the director, if any, whom he has been chosen to succeed or, ifnone, until the expiration of the term of the class assigned to the additionaldirectorship to which he has been elected, or until his earlier death,resignation or removal. No decrease in the number of directors constituting theBoard of Directors shall shorten the term of any incumbent director.  Anydirector or the entire Board of Directors may be

 

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removedfrom office at any time but only for cause and only by the affirmative vote ofthe holders of more than two-thirds of each class of the voting stock of theCorporation then outstanding at a meeting called for that purpose.

 

Section 2.3.  Election of Directors.  The Directors shall be elected at the annualmeeting of shareholders, and shall hold their offices until their successorsare elected in accordance with the Articles of Incorporation.  Nominations for the election of Directorsshall be given in the manner provided in Section 2.5.

 

Section 2.4.            Honorary and Advisory Directors.  The Board may appoint to the position ofHonorary Director or the position of Advisory Director such person or personsas it deems appropriate.  HonoraryDirectors shall be entitled to receive notice of, and to attend all meetings ofthe Board, but they shall not be Directors and shall not be entitled to vote,nor shall they be counted in determining a quorum of the Board. Advisory Directorsshall be entitled only to notice of meetings of Advisory or other Boards of theCorporation to which they shall be appointed. Honorary and Advisory Directors shall receive such compensation as maybe authorized by the Board of attendance at meetings of Advisory or otherBoards to which such Advisory or Honorary Directors are appointed.

 

Section 2.5.            Nominations. Only persons whoare nominated in accordance with the procedures set forth in this Section 2.5shall be eligible for election as Directors. Nominations of persons forelection to the Board of Directors of the Corporation may be made by or at thedirection of the Board of Directors, or by any shareholder of the Corporationentitled to vote for the election of Directors who complies with the noticeprocedures set forth in this Section 2.5(a).  Such nominations, other than those made by orat the direction of the Board of Directors, shall be made pursuant to timelynotice in writing to the Secretary of the Corporation.  To be timely, a shareholder’s notice shall bedelivered to or mailed and received at the principal executive offices of theCorporation not less than sixty (60) days nor more than ninety (90) days priorto the date of the scheduled annual meeting, regardless of postponements, deferrals,or adjournments of that meeting to a later date; provided, however, in theevent that less than seventy (70) days’ notice or prior public disclosure ofthe date of the meeting is given or made, notice by the shareholder to betimely must be so received not later than the close of business on the 10th dayfollowing the earlier of the day on which such notice of the date of thescheduled annual meeting was mailed or the day on which such public disclosurewas made.  Such shareholder’s noticeshall set forth (a) as to each person whom the shareholder proposes tonominate for election as a Director, (i) the name, age, business addressand residence address of such person, (ii) the principal occupation oremployment of such person, (iii) the class and number of shares of theCorporation which are beneficially owned by such person and (iv) any otherinformation relating to such person that is required to be disclosed insolicitations of proxies for election of Directors, or is otherwise required,in each case pursuant to Regulation 14A under the Securities Exchange Act of1934, as amended; and (b) as to the shareholder giving the notice (i) thename and address of such shareholder and of any other person or entity who isthe record or beneficial owner of shares of the Corporation and who, to theknowledge of the shareholder giving notice, supports such nominee(s) and (ii) theclass and number of shares of the Corporation which are beneficially owned andowned of record by such shareholder and by any other person or entity who isthe

 

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record or beneficialowner of shares of the Corporation and who, to the knowledge of the shareholdergiving the notice, supports such nominee(s). At the request of the Board of Directors any person nominated by theBoard of Directors for election as a Director shall furnish to the Secretary ofthe Corporation the information required to be set forth in a shareholder’snotice of nomination which pertains to the nominee. No person shall be eligiblefor election as a Director of the Corporation unless in accordance with theprocedures set forth in this Section 2.5(a).  The Chairman of the meeting shall, if thefacts warrant, determine and declare to the meeting that a nomination was notmade in accordance with the procedures prescribed by the Bylaws, and if heshould so determine, he shall so declare to the meeting and the defectivenomination shall be disregarded.

 

Section 2.6.            Meetings of Directors.  Meetings of the Board of Directors shall beheld at places within or without the Commonwealth of Virginia and at timesfixed by resolution of the Board of Directors, or upon call of the Chairman ofthe Board of Directors or the President. The Secretary, or officer performing his duties, shall give at leasttwenty-four (24) hours’ notice by telegraph, letter, telephone or in person, ofall meetings of the Directors; provided, that notice need not be given ofregular meetings held at times and places fixed by resolution of theBoard.  Regular meetings of the Board ofDirectors shall be held at least once in every calendar quarter. Meetings maybe held at any time without notice if all of the Directors are present, or ifthose not present waive notice either before or after the meeting.  Neither the business to be transacted nor thepurpose of any annual or special meeting of the Board of Directors need bespecified in the notice or waiver of notice of such meeting.

 

Section 2.7.            Quorum.  A majority of the members of the Board ofDirectors shall constitute a quorum.

 

Section 2.8.            Compensation.  The Board of Directors shall fix thecompensation of the Directors.

 

Section 2.9.            Committees.  The Board of Directors may create committeesand appoint members of committees in accordance with Virginia law.

 

**ARTICLEIII**

**Officers**

 

Section 3.1.            Election.  The Officers of the Corporation shall consistof the Chairman of the Board of Directors, the President, one or more VicePresidents, a Secretary, a Chief Financial Officer, one or more AssistantSecretaries, and such other officers as may be elected as provided in Section 3.3of this Article.  All Officers shall beelected by the Board of Directors, and shall hold office until their successorsare elected and qualify.  Vacancies maybe filled at any meeting of the Board of Directors.  Subject to any applicable provision ofVirginia law, more than one office may be combined in the same person as theBoard of Directors may determine.

 

Section 3.2.            Removal of Officers.  Any Officer of the Corporation may be summarilyremoved with or without cause, at any time, by a resolution passed byaffirmative vote of a majority of all of the Directors; provided that any suchremoval shall not affect an Officer’s right

 

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to any compensation towhich he is entitled under any employment contract between him and theCorporation.

 

Section 3.3.            Other Officers.  Other Officers may from time to time beappointed by the Board of Directors, and such Officers shall hold office forsuch term as may be designated by the said Board of Directors.

 

Section 3.4.            Chairman of the Board.  The Chairman of the Board shall be the ChiefExecutive Officer of the Corporation and shall preside at all meetings of theDirectors and all meetings of the shareholders. He shall appoint all standing committees and temporary committees.  He shall be a member ex- officio of allstanding committees and shall have all powers and duties as may be prescribedby the Board of Directors or by the Bylaws.

 

In the absence ofthe Chairman of the Board, the Vice Chairman shall preside at all meetings ofthe Directors and at meetings of the shareholders and in the absence of theChairman of the Board, the duties and responsibilities of such offices shalldevolve upon the Vice Chairman.  TheBoard, at any time may assign the duties of the Vice Chairman to the LeadDirector.

 

Section 3.5.            President.  The President shall have the duties assignedto him from time to time by the Chairman or the Board of Directors.

 

Section 3.6. VicePresidents.  The Corporation may haveone or more Executive Vice Presidents, Senior Vice Presidents or VicePresidents.  The duties andresponsibilities of such Vice President are those delegated to him or her bythe Board of Directors or the Chairman.

 

Section 3.7.            Secretary.  The Secretary shall have the duties andresponsibilities prescribed by law for the secretary of a Virginia corporation.

 

Section 3.8.            Surety Bonds.  All Officers and employees who shall havecharge or possession of money, securities or property of the Corporation must,before entering upon their duties, be covered by a bond with a surety companyapproved by the Board of Directors and state and federal authorities.  The costs of such bond shall be borne by theCorporation.

 

**ARTICLE IV**

**CapitalStock**

 

Section 4.1.            Form.  Shares of the Corporation shall, when fully paid, be evidenced bycertificates containing such information as is required by law and approved bythe Board of Directors.  Alternatively,the Board of Directors may authorize the issuance of some or all shares withoutcertificates.  In such event, within areasonable time after issuance, the Corporation shall mail to the shareholder awritten confirmation of its records with respect to such shares containing theinformation required by law.  Whenissued, certificates shall be signed by the Chief Executive Officer and by theChief Financial Officer or Secretary or an Assistant Secretary, or by any othertwo Officers authorized by resolution of the Board of Directors.  Any or all of the signatures on a sharecertificate may be facsimile.  If anyofficer, transfer agent or registrar who

 

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hassigned or whose facsimile signature has been placed upon a certificate shallhave ceased to be such officer, transfer agent or registrar before suchcertificate is issued, it may be issued by the Corporation with the same effectas if such individual were such officer, transfer agent or registrar on thedate of issue.

 

Section 4.2.            Transfer of Stock.  The Board of Directors may make rules and regulations concerningthe issue, registration and transfer of shares and/or certificates representingthe shares of the Corporation.  Transfersof shares and/or of the certificates representing such shares shall be madeupon the books of the Corporation by surrender of the certificates representingsuch shares, if any, accompanied by written assignments given by the recordowners thereof or their attorneys-in-fact.

 

Section 4.3.            Restrictions on Transfer of Stock.  Any restrictions that may be imposed by law,by the Articles of Incorporation or Bylaws of the Corporation, or by anagreement among shareholders of the Corporation, or by an agreement amongshareholders of the Corporation, shall be noted conspicuously on the front orback of all certificates representing shares of stock of the Corporation orshall be otherwise communicated in accordance with the requirements of law.

 

Section 4.4.            Lost, Destroyed or MutilatedCertificates. The holder of stock of the Corporation shall immediatelynotify the Corporation of any loss, destruction, or mutilation of thecertificate therefor, and the Corporation may in its discretion cause one ormore new certificates or a written confirmation of its records for the same aggregatenumber of shares to be issued to such Stockholder upon the surrender of themutilated certificate, or upon satisfactory proof of such loss or destructionaccompanied by the deposit of a bond in such form and amount and with suchsurety as the Corporation may require.

 

Section 4.5.            Holder of Record.  The Corporation shall be entitled to treatthe holder of record of any share or shares of stock as the holder thereof infact and shall not be bound to recognize any equitable or other claim to orinterest in such shares of stock on the part of any other person, whether ornot it shall have express or other notice thereof, except as otherwiseexpressly provided by law.

 

Section 4.6.            Record Date.  The Board of Directors shall fix in advancethe record date in order to make a determination of shareholders for anypurpose, including the determination of shareholders entitled to notice of orto vote at any shareholders’ meeting or entitled to payment of any dividend ordistribution to shareholders.  Such recorddate shall not be more than seventy (70) days prior to the date on which theparticular action requiring such determination of shareholders is to be taken.

 

Section 4.7.  Control Share Acquisitions.  Article 14.1 of the Virginia StockCorporation Act shall not apply to the Corporation.

 

**ARTICLE V**

**Miscellaneous Provisions**

   

Section 5.1.            Seal.  The seal of the Corporation shall be circularin shape with the name

 

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of the Corporation aroundthe circumference thereof, and the word “SEAL” in the center thereof.

 

Section 5.2.            Examination of the Books andRecords.  The books and records ofaccount of the Corporation, the minutes of the proceedings of the shareholders,the Board and Committees appointed by the Board of Directors and the records ofthe shareholders showing the names and addresses of all shareholders and thenumber of shares held by each, shall be subject to inspection during the normalbusiness hours by any person who is a duly qualified Director of theCorporation at the time he makes such inspection.  Shareholders shall have such rights toinspect records of the Corporation as are prescribed by applicable law.

 

Section 5.3.            Checks, Notes and Drafts.  Checks, notes, drafts, and other orders forthe payment of money shall be signed by such persons as the Board of Directorsfrom time to time may authorize.

 

Section 5.4.            Voting of Stock Held.  Unless otherwise provided by resolution ofthe Board of Directors, the Chairman of the Board of Directors, the Presidentor any Vice President may from time to time appoint an attorney or attorneys asagent or agents of the Corporation to cast in the name of the Corporation thevotes which the Corporation may be entitled to cast as a shareholder orotherwise in any other corporation, any of whose stock or securities may beheld by the Corporation, at meetings of the holders of the stock or othersecurities of such other corporation, or to consent in writing to any action byany such other corporation; and such Officers may instruct the person orpersons so appointed as to the manner of casting such votes or giving suchconsent, and may execute or cause to be executed on behalf of the Corporationand under its corporate seal, or otherwise, such written proxies, consents,waivers, or other instruments as may be necessary or proper in the premises; orany of such Officers may himself attend any meeting of the holders of stock orother securities of any such other corporation and there vote or exercise anyor all other powers of the Corporation as the holder of such stock or othersecurities of such other corporation.

 

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