Cardinal Financial (CFNL) 8-K CARDINAL FINANCIAL CORPORATION Raymond James Institutional Investors Conference March 2012

Exhibit 3.1

The Bylaws of the Company are amended by deleting the first sentence of Section 2.2 in its entirety and substituting therefor the following:

Section 2.2.           Number and Qualification.  The Board of Directors shall consist of twelve (12) Directors; provided, that as of the date of the 2012 Annual Meeting of Shareholders, the Board of Directors shall consist of nine (9) Directors.