**Exhibit3.1**

 

**BYLAWS**

**OF**

**CARDINAL FINANCIAL CORPORATION**

(restated inelectronic format to reflect all amendments through April 21, 2004)

 

**ARTICLE I**

**Shareholder Matters**

 

 

Section 1.1.      Annual Meetings.

 

A.      The annual meeting of theshareholders of the Corporation shall be held at such a time and place as maybe decided by the Board of Directors and indicated in the notice of themeeting.

 

B.       At the annual meeting ofthe shareholders of the Corporation, Directors shall be elected and reports ofthe affairs of the Corporation shall be received and considered.  Any other business may be transacted whichis within the powers of the shareholders, except that, if any shareholder shallbring new business before the annual meeting, the shareholder must give advancenotice as set forth in Section 1.6 of these Bylaws.

 

C.       The Board of Directors maydesignate any place, either within or without the Commonwealth of Virginia, asthe place of meeting for any annual meeting or for any special meeting.  If no place is designated by the Board, theplace of meeting shall be the principal office of the Corporation.

 

Section 1.2.      Special Meetings.  A special meeting of the shareholders may becalled for any purpose or purposes whatsoever at any time, but only by thePresident or the Chairman of the Board of Directors, or the Board of Directors.

 

Section 1.3.      Notice of Meetings.  Notice of the time and place of every annualmeeting or special meeting shall be mailed to each Shareholder of recordentitled to vote at the meeting at his address as it appears on the records ofthe Corporation not less than ten (10) nor more than sixty (60) days before thedate of such meeting (except as a different time 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 nota quorum at the time for which a meeting shall have been called, the meetingmay be 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.      Notice of ShareholderBusiness.  (a) At an annual meetingof the shareholders of the Corporation, only such business shall be conductedas 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 beforean annual meeting by a shareholder, the Shareholder must have given timelynotice thereof 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. A shareholder’s notice to the Secretary of the Corporation shall setforth as to each matter the shareholder proposes to bring before the annualmeeting (a) a brief description of the business desired to be brought beforethe annual meeting and the reasons for conducting such business at the annualmeeting, (b) the name and address, as they appear on the Corporation’s books ofthe shareholder proposing such business and of any other person or entity whois the record or beneficial owner of any shares of the Corporation and who, tothe knowledge of the shareholder proposing such business, supports suchproposal, (c) the class and number of shares of the Corporation which arebeneficially owned and owned of record by the shareholder proposing suchbusiness on the date of his notice to the Corporation and the number of sharesso owned by any person or entity who, to the knowledge of the shareholderproposing such business, supports such proposal and (d) any material interest(financial or other) of such shareholder in such proposal.  Notwithstanding anything in these Bylaws tothe contrary, no business shall be conducted at any annual meeting except inaccordance with the procedures set forth in this Section 1.6.  The Chairman of an annual meeting shall, ifthe facts warrant, determine and declare to the meeting that business was notproperly brought before the meeting and in accordance with the provisions ofthis Section 1.6. and if he should so determine, he shall so declare to themeeting and any such business not properly brought before the meeting shall notbe transacted.

 

(b)     Nothing in Section 1.6(a)shall be interpreted to mean that a shareholder shall not be permitted to askpertinent questions or to express his or her views on any pertinent matter.

 

Section 1.7.      Order of Business.  All meetings of shareholders shall beconducted in accordance with such rules as are prescribed by the Chairman ofthe meeting and he shall determine the order of business at all meetings of theshareholders.

 

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 Chairmanof the meeting may appoint one or more inspectors.  The inspectors shall determine the number of shares of capitalstock of the Corporation outstanding and the voting power of each, the numberof shares represented at the meeting, the existence of a quorum, the validityand effect of proxies, and shall receive votes, ballots or consents, hear anddetermine all challenges and questions arising in connection with the right tovote, count and tabulate all votes, ballots or consents, determine the results,and do such acts as are proper to conduct the election or vote with fairness toall shareholders.  On request of theChairman of the meeting, the inspectors shall make a report of any challenge,request or matter determined by them and shall execute a certificate of anyfact found by them.  No director orcandidate for the office of director shall act as an inspector of an electionof directors.  Inspectors need not beshareholders.

 

**ARTICLE II**

**Directors**

 

Section 2.1.      General Powers.  The business and affairs of the Corporationshall be managed under the direction of the Board of Directors and, except asotherwise expressly provided by law or by the Articles of Incorporation, or bythese Bylaws, all of the powers of the Corporation shall be exercised by orunder the authority of said Board of Directors.

 

Section 2.2.      Number and Qualification.  The Board of Directors shall consist offourteen (14) Directors.  Except forindividuals who are on the Board of Directors on April 21, 2004 (who may bereelected one or more times, regardless of age), no one who is seventy years ofage or older shall be eligible to stand for election to the Board of Directors.

 

As more particularlydescribed in the Articles of Incorporation, the directors shall be divided intothree classes (A, B and C) as nearly equal in number as possible.  The initial term of office for members ofClass A shall expire at the first annual meeting of stockholders after theirelection; the initial term of office for members of Class B shall expire at thesecond annual meeting of stockholders after their election; and the initialterm of office for members of Class C shall expire at the third annual meetingof stockholders after their election. At each annual meeting of stockholders following such initialclassification and election, directors elected to succeed those directors whoseterms expire shall be elected for a term of office to expire at the thirdsucceeding annual meeting of stockholders after their election, and shallcontinue to hold office until their respective successors are elected andqualify.

 

In the event ofany increase or decrease in the number of directors fixed by the Bylaws, allclasses of directors shall be increased or decreased as equally as may bepossible.  Newly-created directorshipsresulting from an increase by not more than two in the authorized number of directorsor any vacancies in the Board of Directors resulting from death, resignation,retirement, disqualification, removal from office, or other cause, shall befilled by the affirmative vote of a majority of the directors then in office,whether or not a quorum.  Each directorso chosen shall hold office until the expiration of the term of the director,if any, whom he has been chosen to succeed or, if none, until the expiration ofthe term of the class assigned to the additional directorship to which he hasbeen elected, or until his earlier death, resignation or removal. No decreasein the number of directors constituting the Board of Directors shall shortenthe term of any incumbent director.  Anydirector or the entire Board of Directors may be 

 

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removed fromoffice at any time but only for cause and only by the affirmative vote of theholders 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.  Electionof Directors.  The Directors shallbe elected at the annual meeting of shareholders, and shall hold their officesuntil their successors are elected in accordance with the Articles ofIncorporation.  Nominations for theelection of Directors shall be given in the manner provided in Section 2.5.

 

Section 2.4.      Honorary and AdvisoryDirectors.  The Board may appoint tothe position of Honorary Director or the position of Advisory Director suchperson or persons as it deems appropriate. Honorary Directors shall be entitled to receive notice of, and to attendall meetings of the Board, but they shall not be Directors and shall not beentitled to vote, nor shall they be counted in determining a quorum of theBoard. Advisory Directors shall be entitled only to notice of meetings ofAdvisory or other Boards of the Corporation to which they shall beappointed.  Honorary and AdvisoryDirectors shall receive such compensation as may be authorized by the Board ofattendance at meetings of Advisory or other Boards to which such Advisory orHonorary Directors are appointed.

 

Section 2.5.      Nominations. Onlypersons who are nominated in accordance with the procedures set forth in thisSection 2.5 shall be eligible for election as Directors. Nominations of personsfor election to the Board of Directors of the Corporation may be made by or atthe direction of the Board of Directors, or by any shareholder of theCorporation entitled to vote for the election of Directors who complies withthe notice procedures set forth in this Section 2.5(a).  Such nominations, other than those made byor at 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 shallbe delivered to or mailed and received at the principal executive offices ofthe Corporation not less than sixty (60) days nor more than ninety (90) daysprior to the date of the scheduled annual meeting, regardless of postponements,deferrals, or adjournments of that meeting to a later date; provided, however,in the event that less than seventy (70) days’ notice or prior publicdisclosure of the date of the meeting is given or made, notice by theshareholder to be timely must be so received not later than the close ofbusiness on the 10th day following the earlier of the day on which such noticeof the date of the scheduled annual meeting was mailed or the day on which suchpublic disclosure was made.  Suchshareholder’s notice shall set forth (a) as to each person whom the shareholderproposes to nominate for election as a Director, (i) the name, age, businessaddress and 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, ineach case pursuant to Regulation 14A under the Securities Exchange Act of 1934,as amended; and (b) as to the shareholder giving the notice (i) the name andaddress of such shareholder and of any other person or entity who is the recordor beneficial owner of shares of the Corporation and who, to the knowledge ofthe 

 

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shareholder givingnotice, supports such nominee(s) and (ii) the class and number of shares of theCorporation which are beneficially owned and owned of record by suchshareholder and by any other person or entity who is the 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 the facts warrant, determine anddeclare to the meeting that a nomination was not made in accordance with theprocedures prescribed by the Bylaws, and if he should so determine, he shall sodeclare to the meeting and the defective nomination 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 the Board.  Regular meetings of the Board of Directorsshall be held at least once in every calendar quarter. Meetings may be held atany time without notice if all of the Directors are present, or if those notpresent waive notice either before or after the meeting.  Neither the business to be transacted northe purpose 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.

 

**ARTICLE III**

**Officers**

 

Section 3.1.      Election.  The Officers of the Corporation shallconsist of the Chairman of the Board of Directors, the President, one or moreVice Presidents, a Secretary, a Chief Financial Officer, one or more AssistantSecretaries, and such other officers as may be elected as provided in Section3.3 of this Article.  All Officers shallbe elected by the Board of Directors, and shall hold office until theirsuccessors are elected and qualify. Vacancies may be 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 besummarily removed 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 to any compensation to which he isentitled under any employment contract between him and the 

 

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Corporation.

 

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 preside atall meetings of the Directors and all meetings of the shareholders.  He shall appoint all standing committees andtemporary committees.  He shall be amember ex- officio of all standing committees and shall have all other powersand duties as may be prescribed by the Board of Directors or by the Bylaws.

 

Section 3.5.      President.  The President shall be the Chief ExecutiveOfficer of the Corporation.  In theabsence or disability of the Chairman of the Board, the President shall presideat all meetings of the Directors and at meetings of the shareholders and in theabsence or disability of the Chairman of the Board, the duties andresponsibilities of such offices shall devolve upon the President.  The President shall have such other powersand duties as may be prescribed by the Chairman of the Board of Directors, theBoard of Directors or by the Bylaws.

 

Section 3.6.  VicePresident.  In the absence ordisability of the President, the Vice President shall act as the ChiefExecutive Officer of the Corporation. The duties and responsibilities of the Vice President are thosedelegated to him by the Board of Directors or the President.

 

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**

**Capital Stock**

 

Section 4.1.      Issues of Certificate ofStock.  Certificates of capitalstock shall be in such form as may be prescribed by law and by the Board ofDirectors.  All certificates shall besigned by the President and by the Chief Financial Officer or Secretary or anAssistant Secretary, or by any other two Officers authorized by resolution ofthe Board of Directors.

 

Section 4.2.      Transfer of Stock.  The stock of the corporation shall betransferable or assignable on the books of the Corporation by the holders inperson or by attorney on surrender of the certificate or certificates for suchshares duly endorsed, and, if sought to be transferred by attorney, accompaniedby a written power of attorney to have such stock transferred on the books ofthe Corporation.

 

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Section 4.3.      Restrictions on Transferof Stock.  Any restrictions that maybe imposed by law, by the Articles of Incorporation or Bylaws of theCorporation, or by an agreement among shareholders of the Corporation, or by anagreement among shareholders of the Corporation, shall be noted conspicuouslyon the front or back of all certificates representing shares of stock of theCorporation.

 

Section 4.4.      Lost, Destroyed orMutilated Certificates. The holder of stock of the Corporation shallimmediately notify the Corporation of any loss, destruction, or mutilation ofthe certificate therefor, and the Corporation may in its discretion cause oneor more new certificates for the same aggregate number of shares to be issuedto such Stockholder upon the surrender of the mutilated certificate, or uponsatisfactory proof of such loss or destruction accompanied by the deposit of abond in such form and amount and with such surety as the Corporation mayrequire.

 

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.  Suchrecord date shall not be more than seventy (70) days prior to the date on whichthe particular action requiring such determination of shareholders is to betaken.

 

Section 4.7.      Control ShareAcquisitions.  Article 14.1 of theVirginia Stock Corporation Act shall not apply to the Corporation.

 

**ARTICLE V**

**Miscellaneous Provisions**

 

Section 5.1.      Seal.  The seal of the Corporation shall becircular in shape with the name of the Corporation around the circumferencethereof, and the word “SEAL” in the center thereof.

 

Section 5.2.      Examination of the Booksand Records.  The books and recordsof account of the Corporation, the minutes of the proceedings of theshareholders, the Board and Committees appointed by the Board of Directors andthe records of the shareholders showing the names and addresses of allshareholders and the number of shares held by each, shall be subject toinspection during the normal business hours by any person who is a dulyqualified Director of the Corporation at the time he makes such inspection.  Shareholders shall have such rights toinspect records of the Corporation as are prescribed by applicable law.

 

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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 or otherwisein any other corporation, any of whose stock or securities may be held by theCorporation, at meetings of the holders of the stock or other securities ofsuch other corporation, or to consent in writing to any action by any suchother corporation; and such Officers may instruct the person or persons soappointed as to the manner of casting such votes or giving such consent, andmay execute or cause to be executed on behalf of the Corporation and under itscorporate seal, or otherwise, such written proxies, consents, waivers, or otherinstruments as may be necessary or proper in the premises; or any of suchOfficers may himself attend any meeting of the holders of stock or othersecurities of any such other corporation and there vote or exercise any or all otherpowers of the Corporation as the holder of such stock or other securities ofsuch other corporation.

 

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