Exhibit 3.1

                            ARTICLES OF INCORPORATION
                                       OF
                               SAN JOAQUIN BANCORP

ARTICLE ONE:   NAME
               ----

               The name of this corporation is:

               SAN JOAQUIN BANCORP


ARTICLE TWO:   PURPOSES
               --------

               The purpose of this corporation is to engage in any lawful act or
        activity for which a corporation may be organized under the General
        Corporation Law of California other than the banking business, the trust
        company business, or the practice of a profession permitted to be
        incorporated by the California Corporations Code.


ARTICLE THREE: AGENT FOR SERVICE OF PROCESS
               ----------------------------

               The name and complete business address in the State of California
        of the corporation's initial agent for service of process is:

               Stephen M. Annis
               4600 California Avenue
               Bakersfield, CA  93309


ARTICLE FOUR:  CAPITALIZATION
               --------------

               This corporation is authorized to issue two classes of shares
        designated "Common Stock," and "Preferred Stock," respectively. The
        number of shares of Common Stock authorized to be issued is 20,000,000,
        and the number of shares of Preferred Stock authorized to be issued is
        5,000,000. The Preferred Stock may be issued from time to time in one or
        more series. The Board of Directors is authorized to fix the number of
        shares of any series of Preferred Stock and to determine the designation
        of any such series. The Board of Directors is also authorized to
        determine or alter the rights, preferences, privileges and restrictions
        granted to or imposed upon any wholly unissued series of Preferred
        Stock, and, within the limits and restrictions stated in any resolution
        or resolutions of the Board of Directors originally fixing the number of
        shares constituting any series, to increase or decrease (but not below
        the number of shares of such series then outstanding) the number of
        shares of any such series subsequent to the issue of shares of that
        series.



ARTICLE FIVE:  LIMITATION ON LIABILITY OF DIRECTORS AND
               ----------------------------------------
               INDEMNIFICATION OF AGENTS
               -------------------------

               The liability of the directors of this corporation for monetary
        damages shall be eliminated to the fullest extent permissible under
        California law. The corporation is authorized to provide indemnification
        of agents (as defined in Section 317 of the Corporations Code) through
        bylaw provisions, agreements with agents, vote of shareholders or
        disinterested directors, or otherwise, in excess of the indemnification
        otherwise permitted by Section 317 of the Corporations Code and to the
        fullest extent permissible under California law, subject to the limits
        on such excess indemnification set forth in Section 204 of the
        Corporations Code. This corporation is authorized to purchase and
        maintain insurance on behalf of its agents against any liability
        asserted against or incurred by the agent in such capacity or arising
        out of the agent's status as such. Any amendment, repeal or modification
        of any provision of this Article Five shall not adversely affect any
        right or protection of an agent of the corporation existing at the time
        of such amendment, repeal or modification. If after the effective date
        of this Article Five, California law is amended in a manner which
        permits a corporation to indemnify its agents or limit the monetary or
        other liability of its directors to a greater extent than is permitted
        on such effective date, the reference in this Article to "California
        law" shall to that extent be deemed to refer to California law as so
        amended.


ARTICLE SIX:   ACTION WITHOUT MEETING
               ----------------------

               Any action required to be taken at any annual or special meeting
        of shareholders of this corporation, or any action which may be taken at
        any annual or special meeting of shareholders, may be taken without a
        meeting and without prior notice, if a consent in writing, setting forth
        the action so taken, shall be signed by the holders of outstanding stock
        having not less than the minimum number of votes that would be necessary
        to authorize or take such action at a meeting at which all shares
        entitled to vote thereon were present and voted; provided that the board
        of directors of this corporation, by resolution, shall have previously
        approved such action.

ARTICLE SEVEN: CUMULATIVE VOTING
               -----------------

               No holder of any class of stock of the corporation shall be
        entitled to cumulative votes in connection with any election of
        directors of the corporation. This provision shall become effective only
        when the corporation becomes a listed corporation within the meaning of
        Section 301.5 of the Corporations Code.

        Dated: April 25, 2006


                                             /s/ Bruce Maclin
                                        ---------------------------------
                                        Bruce Maclin, Incorporator