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                                                                     Exhibit 3.1

                              ARTICLES OF AMENDMENT
                                       TO
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           BANK OF FLORIDA CORPORATION

Pursuant to the provisions of Section 607.1001, 607.1003, 607.1004 and 607.1006,
Florida Statutes, Bank of Florida Corporation adopts the following Articles of
Amendment to its Restated Articles of Incorporation:

Amendment adopted:

         Article III of the Restated Articles of Incorporation of Bank of
Florida Corporation is hereby amended to read in its entirety as follows:

                                   ARTICLE III

         The corporation shall have authority to issue 110,000,000 shares of
capital stock, which shall be divided into classes and shall have the following
designations, preferences, limitations and relative rights:

         A. Common Stock. One class shall consist of 100,000,000 shares of
common stock of $0.01 par value, designated "Common Stock." The holders of
Common Stock shall be entitled to elect all of the members of the Board of
Directors of the Corporation, and such holders shall be entitled to vote as a
class on all matters required or permitted to be submitted to the shareholders
of the Corporation.

         B. Preferred Stock. One class shall consist of 10,000,000 shares of
preferred stock of $0.01 par value, designated "Preferred Stock," of which
50,000 shares shall be designated Series A Preferred Stock and shall have the
relative rights and preferences as stated in Exhibit A hereto. The Board of
Directors of the Corporation shall be empowered to divide any and all shares of
the Preferred Stock into series and to fix and determine the relative rights and
preferences of the shares of any series so established in accordance with
Section 607.0602 of the Florida Business Corporation Act, including:

                  (i) the distinctive designation of such series and the number
         of shares which shall constitute such series;

                  (ii) the annual rate of dividends payable on shares of such
         series, whether dividends shall be cumulative and conditions upon which
         and the date when such dividends shall be accumulated on all shares of
         such series issued prior to the record date for the first dividend of
         such series;

                  (iii) the time or times when and the price or prices at which
         shares of such series shall be redeemable at the option of the holder
         or of the Corporation and the sinking fund provisions, if any, for the
         purchase or redemption of such shares;

                  (iv) the amount payable on shares of such series in the event
         of any liquidation, dissolution or winding up of the affairs of the
         Corporation, whether all or a portion is paid before any amount is paid
         on the Common Stock;

                  (v) the rights, if any, of the holders of shares of such
         series to convert such shares into, or exchange such shares for, shares
         of Common Stock or shares of any other series of Preferred Stock and
         the terms and conditions of such conversion or exchange; and

                  (vi) whether the shares of such series have voting rights and
         the extent of such voting rights, if any.

     The Board of Directors shall have the power to reclassify any unissued
shares of any series of Preferred Stock from time to time by setting or changing
the preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms or conditions of
redemption, including but not limited to, but subject to the limitations
described in, the above provisions.



     Any action by the Board of Directors in authorizing the issuance of
Preferred Stock and fixing and determining the provisions thereof is hereby
ratified and approved.

The foregoing Amendment was adopted by affirmative vote of the single class of
shareholders of Bank of Florida Corporation at a meeting held on August 27,
2009.

         IN WITNESS WHEREOF, the undersigned authorized officer of Bank of
Florida Corporation executed this Article of Amendment on this 27th day of
August, 2009.

                               BANK OF FLORIDA CORPORATION

                               /s/ Michael L. McMullan
                               --------------------------------------------
                               Michael L. McMullan
                               Chief Executive Office