EXHIBIT 3.1





BYLAWS


OF


VALLEY FINANCIAL CORPORATION


ROANOKE, VIRGINIA


























Amended and Restated May 4, 2011


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ARTICLE I.  SHAREHOLDERS





SECTION 1.1.Annual Meeting.  The annual meeting of the shareholders to elect directors and for the transaction of such other business as may properly come before the meeting shall be held on the second Wednesday of May of each year or on such other date as the Board of Directors shall determine consistent with Virginia law.





SECTION 1.2.Special Meetings.  Special meetings of shareholders may be called by the Chairman of the board of Directors, the President, or by a majority of the Board of Directors.  Business transacted at all special meetings shall be confined to the purpose (s) stated in the notice.





SECTION 1.3.Place of Meeting.  The Board of Directors (the “Board”) may designate any place inside or outside Virginia for any annual or special meeting of the shareholders.  If no designation is made, the meeting will be at the principal office of the Corporation.





SECTION 1.4.Notice of Meeting.  Except as otherwise required by the Virginia Stock Corporation Act, as now in effect or hereafter from time to time amended (the “Act”), written notice stating the time and location of the meeting, and, in case of a special meeting, the purpose(s) of the meeting, shall be delivered not less than ten nor more than sixty days before the meeting date, either personally or by mail, to each shareholder of record entitled to vote at such meeting.  If mailed, the notice will be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation.





SECTION 1.5.Closing of Transfer Books or Fixing of Record Date.  For the purpose of determining shareholders entitled to notice of or vote at any shareholders’ meeting, or any adjournment thereof, or entitled to receive payment of any dividend, or in order to determine shareholders for any other proper purpose, the Board may close the stock transfer books for a stated period not to exceed seventy days.  If the stock transfer books are closed to determine shareholders entitled to notice of or vote at a shareholders’ meeting, such books shall be closed for at least 10 days immediately preceding such meeting.  In lieu of closing the stock transfer books, the Board my fix in advance a date as the record date for a determination of shareholders, such date to be not more than seventy days, prior to the date on which the particular action requiring a determination of shareholders is to be taken.  If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or vote at a shareholders’ meeting, or shareholders entitled to receive payment of a dividend, the day before the notice of the meeting is mailed or the date on which the resolution of the Board declaring such dividend is adopted, as the case may be, shall be the record date for the determination of shareholders.  Any determination of shareholders entitled to vote at a shareholders’ meeting made as provided in this Section shall apply to any adjournment thereof, unless the Board fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.





SECTION 1.6.Presiding Officer and the Secretary.  The President and the Chief Financial Officer, or, in their absence, an officer designated by the Board, shall preside at all shareholder meetings, and the Secretary shall serve as secretary.  Otherwise, a chairman or secretary shall be elected by a majority vote of the shareholders present to act in the absence of those officers.





SECTION 1.7.Voting Lists.  The Secretary or other person having charge of the stock transfer books of the Corporation shall make, at least ten days before each shareholders’ meeting, a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, with the address of and the number of shares held by each, which list, for the period of ten days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours, subject to any limitations on such right provided by the Act or other provisions of law.  Such list shall also be produced and kept open at the time and place of the meeting for inspection by any shareholder during the whole time of the meeting for the purposes thereof.  The original stock transfer book is prima facie evidence as to the shareholders who are entitled to examine such list or transfer books or to vote at any shareholders’ meeting.





SECTION 1.8.Quorum.  Unless otherwise provided in the Corporation’s Articles of Incorporation (the “Articles”), a majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a shareholders’ meeting.  If less than a quorum is present at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting.  If a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the vote of a greater number is required by the Act or the Articles, and except that in the election of directors those receiving the greatest number of votes cast by the shares entitled to vote shall be deemed elected, even though not receiving a majority.





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SECTION 1.9.Proxies.  At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney in fact.  Such proxy shall be filed with the Secretary before or at the meeting.  No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.





SECTION 1.10.Action by Shareholders Without a Meeting.  Any action required to be taken at a meeting of the shareholders of the Corporation, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof.





SECTION 1.11.Shareholder Proposals.  No business shall be transacted at any meeting of shareholders, except such business as shall be (a) specified in the notice of meeting given as provided in Section 1.4 of this Article I; (b) otherwise brought before the meeting by or at the direction of the Board; or (c) otherwise brought before the meeting by a shareholder of record of the Corporation entitled to vote at the meeting in compliance with the procedure set forth in this Section 1.11.  For business to be brought before a meeting by a shareholder pursuant to (c) above, the shareholder must have given timely notice in writing to the President of the Corporation.  To be timely, a shareholder’s notice shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than sixty days nor more than ninety days prior to the meeting; provided, however, in the event that less than seventy days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting or such public disclosure was made.  Notice shall be deemed to have been given more than seventy days in advance of an annual meeting of shareholders if the annual meeting is called on the date indicated by Section 1.1 of this Article I without regard to when public disclosure thereof is made.  Notice of actions to be brought before a meeting pursuant to (c) above shall set forth, as to each matter the shareholder proposes to bring before the meeting:  (a) a brief description of the business desired to be brought before the meeting and the reasons for bringing such business before the meeting; and (b) as to the shareholder giving the notice, (i) the name and address, as they appear on the Corporation’s books, of such shareholder, (ii) the classes and numbers of shares of the Corporation which are owned of record and beneficially by such shareholder, and (iii) any material interest of such shareholder in such business other than his interest as a shareholder of the Corporation.  Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted on a shareholder proposal or nomination except in accordance with the provisions set forth in this Section 1.11.  The requirements of this Section are in addition to any other requirements established by law and do not impair the effect of the requirements of Section 1.2 of these Bylaws relating to business permitted to be transacted at special shareholders’ meetings.  The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that any business was not properly brought before the meeting in accordance with the provisions prescribed by these Bylaws and, if any such business not so properly brought before the meeting shall not be transacted.





ARTICLE II.  BOARD OF DIRECTORS





SECTION 2.1.General Powers.  The business and affairs of the Corporation shall be managed and administered by the Board of Directors.  Except as limited by the Act, all corporate powers shall be vested in and exercised by the Board.





SECTION 2.2.Number, Tenure and Qualifications.  The number of directors of the Corporation shall be twelve.  The number of directors may be increased or decreased from time to time by amendment of these Bylaws within the variable range established by the Articles.  At each annual meeting of shareholders, the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the third succeeding annual meeting and until their successors shall have been elected and qualify.





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SECTION 2.3.Regular Meetings.  The regular meetings of the Board shall be held, without notice, on the last Thursday of each month at the main office of the Corporation or at any other place the Board or the Chairman designates, in conjunction with the regular meeting of Valley Bank.  When any regular meeting of the Board falls upon a holiday, the meeting shall be held on the next banking business day unless the Board designates some other day, in which latter event, or if the meeting is held other than at the main office of the Corporation, notice of the meeting shall be given.   At the regular board meeting held in April of each year, there shall be elected at least a President, and a Secretary, who shall hold such offices until the following April and until their successors shall be elected and qualify or until their earlier resignation or removal.





SECTION 2.4.Special Meetings.  Special meetings of the Board may be called by or at the request of the Chairman, the President or by a majority of the Board.  The person or persons calling a special meeting of the Board may fix any place inside or outside Virginia as the place for holding that special meeting.





SECTION 2.5.Action by Directors Without a Meeting; Telephonic Attendance.  Any action of the Board, or of any committee of the Board, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or by all of the members of the committee, as the case may be.  Directors may participate in meetings of the Board and committees of the Board by, and such meetings may be conducted through, the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting.  Directors so participating are deemed to be present in person at the meeting and will be counted in determining whether a quorum is present.





SECTION 2.6.Notice.  Notice of any special meeting (which notice need not state the purpose of or business to be conducted at the meeting) shall be given by written notice delivered personally or mailed to each director at his business address, or by telephone, facsimile or telegram.  If notice is by personal delivery, facsimile or telephone, the delivery, facsimile transmission or telephone call shall be at least two days prior to the special meeting.  If notice is given by mail or telegram, such notice shall be deposited in the United States mail, postage prepaid, addressed to each director at his business address or delivered to the telegraph company, as the case may be, at least five days prior to the special meeting.





SECTION 2.7.Quorum.  Except as may otherwise be provided in the Articles or in these Bylaws, a majority of the full Board or of the full membership of any committee thereof shall constitute a quorum for the transaction of business at any meeting of the Board or such committee, as the case may be.  If less than such majority is present at a meeting, a majority of directors present may adjourn the meeting from time to time without further notice.





SECTION 2.8.Committees:  By resolution, the Board shall designate from among Board members an Executive Committee, which shall exercise all of the authority of the Board except as limited by law, the Articles or the Board itself.  The Board may designate from among its members other committees for such purposes and with such powers as the Board may determine.  All committees shall keep regular minutes of their meetings and shall report their actions to the Board at its next regular meeting.





SECTION 2.9.Manner of Acting.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board or any committee thereof, unless the Articles or these Bylaws require the vote of a greater number of directors.





SECTION 2.10.Vacancies.  Any vacancy occurring on the Board, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board.  If a vacancy is filled by the shareholders, a vacant office held by a director elected by a voting group of shareholders shall be filled by a vote of only the holders of that voting group.





SECTION 2.11.Compensation.  Payment to the directors for the expense, if any, of attendance at meetings of the Board, and of a fixed sum for attendance at meetings of the Board or a stated salary as director may be authorized by Board resolution.  Members of special or standing committees may be authorized by Board resolution to receive like compensation for attending meetings.





SECTION 2.12.Retirement.  No person shall stand for election or re-election to the Board who has reached the age of 75 years prior to the date of the regular annual meeting of the shareholders at which an election of directors is held, and no person who has reached the age of 75 years may be elected to fill a vacancy on or as an addition to the Board.





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SECTION 2.13.Honorary Directors.  The Board shall not appoint any Honorary Director, Honorary Chairman, Honorary President, or Honorary Officer.





ARTICLE III.  OFFICERS





SECTION 3.1.Generally.  The officers of the Corporation shall include President,  and a Secretary.  Except as provided in these Bylaws, all such officers shall be elected by the Board of Directors.  Any one or more offices may be held by the same person.





SECTION 3.2.President.  The Board shall appoint a President of the Corporation to serve at the pleasure of the Board.  The President shall supervise the carrying out of the policies adopted or approved by the Board and shall be the chief Executive Officer of the Corporation.  The President shall have general executive powers, as well as the specific powers conferred by these Bylaws.  The President shall also have any may exercise such further powers and duties as from time to time may be conferred upon or assigned to him by the Board.





SECTION 3.3.Chief Operating Officer.  The Board may appoint a Chief Operating Officer of the Corporation to serve at the pleasure of the Board.  If appointed, the Chief Operating Officer shall have the authority, powers, and duties that are usually given such chief operating officer and as may from time to time be conferred upon or assigned to him by the Board.  In the case of the absence or inability to act by the President, the Chief Operating Officer shall perform the duties of the President and, in such event, shall have and exercise the powers of the Chief Executive Officer.





SECTION 3.4.Secretary.  The Board shall appoint a Secretary to serve at the pleasure of the Board.  The Secretary shall:  (a) keep the minutes of the shareholders’, Board, and committee meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law; (c) be custodian of the corporate records and the Corporation’s seal and see that the Corporation’s seal is affixed to all documents for which it is required; (d) sign with the President or other designated officer stock certificates of the Corporation issued as authorized by resolution of the Board;  (e) have general charge of the stock transfer books and shareholder list of the Corporation; and (f) in general perform all duties incident to the office of Secretary and such other duties as may from time to time be assigned to him by the President or the Board.





SECTION 3.5.Treasurer.  The Board may appoint a Treasurer, and if required by the Board, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board shall determine.  If appointed, he shall:  (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or the Board.





SECTION 3.6.Other Officers.  The Board may appoint one or more Vice Presidents (including Senior Vice Presidents, Assistant Vice Presidents, and the like), one or more assistant Secretaries, one or more Assistant Treasurers and such other officers and assistant officers as it deems appropriate to transacting the business of the Corporation.  Such officers shall exercise such powers and perform such duties as pertain to their offices or are assigned to them by the President, the Chief Operating Officer or the Board.  The Board may be resolution authorize any duly appointed officer to appoint one or more officers or assistant officers.





SECTION 3.7.Removal.  Any officer or agent may be removed by the Board at any time, with or without cause, whenever the Board in its sole discretion shall consider that the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Any officer or agent appointed by another officer may be removed at any time, with or without cause, by the Board or by such appointing officer whenever the Board or such appointing officer, in its or his sole discretion, shall consider that the best interests of the Corporation shall be served thereby.





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SECTION 3.8.Vacancies.  The Board may fill any vacancy occurring in the offices of the Corporation at any regular meeting of the Board or at a special meeting of the Board called for that purpose.  An officer elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.





SECTION 3.9.Salaries.  The salaries of the officers shall be fixed from time to time by the Board.  The President or the Chief Financial Officer may fix the salaries of the employees who are not officers, subject to the approval of the Board.





ARTICLE IV.  STOCK CERTIFICATES AND THEIR TRANSFER





SECTION 4.1.Certificates for Shares.   Shares of the Corporation shall, when fully paid, be evidenced by certificates containing such information as is required by law and approved by the Board of Directors.  When issued, certificates shall bear the signature (or a facsimile thereof if such certificates are countersigned by an appropriate party in accordance with the Act) of the President, the Chief Financial Officer or a Vice President and the Secretary or an Assistant Secretary and shall bear the corporate seal or a facsimile thereof.  All stock certificates shall be consecutively numbered or otherwise identified.  The name and address of the person to whom the shares represented thereby are issued, and the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.  All certificates surrendered to the corporation for transfer shall be canceled, and no new certificates will be issued until the former certificate for a like number of shares has been surrendered and canceled, except that a replacement for a lost, destroyed or mutilated certificate may be issued upon such terms and indemnity to the Corporation as the Board prescribes.  No stock certificate will be issued, and no dividend payment will be made, for fractional shares of common stock.





SECTION 4.2.Uncertificated Shares.  The Board of Directors may authorize the issuance of uncertificated shares by the Corporation, and may prescribe procedures for the issuance and registration of transfer thereof, and with respect to such other matters relating to uncertificated shares as the Board of Directors may deem appropriate.  No such authorization shall affect previously issued and outstanding shares represented by certificates until such certificates shall have been surrendered to the Corporation.  Within a reasonable time after the issuance or transfer of any uncertificated shares, the Corporation shall issue or cause to be issued to the holder of such shares a written statement of the information required to be included on stock certificates under Virginia law.  Notwithstanding the adoption of any resolution providing for uncertificated shares, each registered holder of stock represented by uncertificated shares shall be entitled, upon request to the custodian of the stock transfer books of the Corporation, or other person designated as the custodian of the records of uncertificated shares, to have physical certificates representing such shares registered in such holder’s name.





SECTION 4.3.Transfer of Shares.  Transfer of shares shall be made only on the stock transfer books of the Corporation by the holder of record or by his legal representative, who must furnish evidence of authority satisfactory to the Corporation, and on surrender for cancellation of the certificate for such shares.  The Corporation may treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly is not bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have notice thereof, except as expressly provided by the laws of the Commonwealth of Virginia.





ARTICLE V.  CONTRACTS, LOAN,


CHECKS AND DEPOSITS





The President and the Chief Financial Officer each shall have by virtue of his office “full signing authority” and shall have the power to sign, countersign, attest, affix the corporate seal, to acknowledge, endorse, guarantee signatures upon and deliver checks, drafts, agreements, contracts, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other documents, securities, choses in action and instruments of every kind and description on behalf of the corporation in its corporate or any fiduciary capacity.  The President and the Chief Financial Officer each shall be authorized to grant in writing to individual officers and employees signing authority on behalf of the Corporation in its corporate or and fiduciary capacity, limited as he in his discretion deems necessary.





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ARTICLE VI.  BOOKS AND RECORDS





The Board shall determine from time to time whether, and, if allowed, when and under what conditions and regulations, the accounts and books of the Corporation (except such as may be statute be specifically opened to inspection), or any of them, shall be opened to the inspection of the shareholders, and the shareholders’ rights in this respect are and shall be restricted and limited accordingly.





ARTICLE VII.  SEAL





The Board may authorize the use of a corporate seal, but failure to use the seal shall not affect the validity of any instrument.  The use of a facsimile of a seal, or the affixing of a scroll by way of a seal, or the execution of a document containing words importing a sealed document shall be of the same force as if actually sealed bb physically affixing an impression of a seal.





ARTICLE VIII.  WAIVER OF NOTICE





Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws, the Articles or the Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Attendance at or participation in any shareholders’ meeting by a shareholder, or at any Board or Board committee meeting by a director, waives any required notice unless objection is timely made as provided by the Act.








/s/ Kimberly B. SnyderKimberly B. SnyderCorporate Secretary








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