**Exhibit3.1**

 

File Number 5417-426-8

 

**STATE OFILLINOIS**

 

Office of the Secretaryof State

 

-Eagle Logo-

 

Whereas,Articles of Incorporation of West SuburbanBancorp. Inc.  Incorporated under thelaws of the State of Illinois have been filed in the Office of the Secretary ofState as provided by the Business Corporation Act of Illinois, in force July 1,A.D. 1984.

 

*Now Therefore, I, Jim Edgar,Secretary of State of the State of Illinois, by virtue of the powers vested inme by law, do hereby issue this certificate and attach hereto a copy of theApplication of the aforesaid corporation.*

* *

*InTestimony Whereof, I hereto set my hand and cause to be affixed the Great Sealof the State of Illinois, at the City of Springfield, this 14th dayof March A.D. 1986 and of the Independence of the United States the Two hundredand 10th.*

 

Seal of the State of Illinois

 

 
|   | /s/ Jim Edgar      |   |
|--------|--------------------|--------|
|   | Secretary of State |

 

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JIM EDGARSecretary of StateState of Illinois

 

ARTICLES OF INCORPORATION

 

Pursuant to the provisions of “The Business Corporation Act of 1983”,the undersigned Incorporator(s) hereby adopt the following Articles ofIncorporation.

 
| ARTICLE ONE | The name of the corporation is WEST SUBURBAN  BANCORP, INC. |
|-------------|-------------------------------------------------------------|

 
| ARTICLE TWO | The name and address of the initial registered agent  and its registered office are: |
|-------------|--------------------------------------------------------------------------------------|

 
| Registered Agent:  | Wallace B. Kemp                                                     |
|--------------------|---------------------------------------------------------------------|
|               |                                                                |
| Registered Office: | 135 South LaSalle Street, Suite 1040  Chicago, Illinois 60603, Cook |

 
| ARTICLE THREE | The purpose or purposes of which the corporation is  organized are: |
|---------------|---------------------------------------------------------------------|

 

To hold stock in other corporations; to createsubsidiary corporations; to act as a holding corporation of the stock or assetsof other corporations; to hold shares and interests in banking corporations,provided, however, that nothing herein shall be deemed to authorize thiscorporation to engage in the operation of a bank or in banking activities; toacquire and hold title to real and personal property; to do any act or actsnecessary or incidental to carrying out the foregoing provisions.

 
| ARTICLE FOUR | Paragraph 1: The authorized shares shall be: |
|--------------|----------------------------------------------|

 
| **Class** |   | ***Par Value  per share** |   | **Number of  shares authorized** |   |
|-----------|--------|---------------------------|--------|----------------------------------|--------|
|      |   |                      |   |                             |   |
| Common    |   | n/a                       |   | 1,000,000                        |   |

 

Paragraph 2: The preferences, qualifications,limitations, restrictions and the special or relative rights in respect of theshares of each class are: n/a

 
| ARTICLE FIVE | The number of shares to be issued initially, and the  consideration to be received by the corporation therefore, are: |
|--------------|-----------------------------------------------------------------------------------------------------------------------|

 
| **Class** |   | **Par Value  per share** |   | **Number of  shares  proposed to be issued** |   | **Consideration  to be  received therefore** |      |
|-----------|--------|--------------------------|--------|----------------------------------------------|--------|----------------------------------------------|-----------|
|      |   |                     |   |                                         |   |                                         |      |
| Common    |   | n/a                      |   | 10                                           |   | $                                            | 1,000,000 |   |
|      |   |                     |   |                                         |   |                                         |      |
| Total     |   |                     |   |                                         |   | $                                            | 1,000,000 |   |

 

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* A declaration as to a “par value” is optional.  This space may be marked “n/a” when noreference to a par value is desired.

 

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| ARTICLE SIX | *OPTIONAL* |
|-------------|------------|

 

 

The number of directors constituting the initial boardof directors of the corporation is                               and the names and addresses of the persons who are to serve as directors untilthe first annual meeting of shareholders or until their successors be electedand qualify are:

 
| **Name** |   | **Residential  Address** |   |
|----------|--------|--------------------------|--------|
|     |   |                     |   |

 

 

 

 

 

 

 
| ARTICLE SEVEN | *OPTIONAL* |
|---------------|------------|
|          |       |   |   |   |
|          | (a)        | It is estimated that the value of all property to be  owned by the corporation for the following year wherever located will be: |   | $ |   |
|          | (b)        | It is estimated that the value of the property to be  located within the State of Illinois during the following year will be: |   | $ |   |
|          | (c)        | It is estimated that the gross amount of business  which will be transacted by the corporation during the following year will  be: |   | $ |   |
|          | (d)        | It is estimated that the gross amount of business  which will be transacted from places of business in the State of Illinois  during the following year will be: |   | $ |   |

 
| ARTICLE EIGHT | *OTHER PROVISIONS* |
|---------------|--------------------|

 

*Attacha separate sheet of this size for any other provision to be included in theArticles of Incorporation, e.g., authorizing pre-emptive rights; denyingcumulative voting; regulating internal affairs; voting majority requirements;fixing a duration other than perpetual; etc.*

 

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NAMES & ADDRESSES OF INCORPORATORS

 

The undersigned incorporator(s) hereby declare(s),under penalties of perjury, that the statements made in the foregoing Articlesof Incorporation are true.

 
| Dated March 10, 1986  |
|-----------------------|
|                  |   |   |
|                  |   |   |
| Signatures and  Names | Post Office  Address |
|                  |   |
| 1.                    | /s/ Wallace B. Kemp |   | 135 South LaSalle Street  Suite 1040  Chicago, Illinois 60603 |
|                  | Wallace B. Kemp |
|                  |   |
|                       |  |  |  |

 

 

(Signatures must be in ink on original document.  Carbon copy, xerox or rubber stampsignatures may only be used on conformed copies)

 

NOTE:  If a corporation acts asIncorporator, the name of the corporation and the state of Incorporation shallbe shown and the execution shall be by its President or Vice-President andverified by him, and attested by its Secretary or an Assistant Secretary.

 

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