Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 26, 2012, the Board of Directors of North Valley Bancorp approved an amendment of Section 7 of Article II of the Amended and Restated By-Laws of North Valley Bancorp, effective on the same date. The purpose of this amendment is to clarify the quorum requirements applicable to shareholder meetings.
Section 7 previously stated (in part) as follows: "Shareholders present at a valid meeting at which a quorum is initially present may continue to do business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by persons voting more than twenty-five percent (25%) of the voting shares." This amendment replaces the 25 percent vote required for approval by substituting the words: "at least a majority of the shares required to constitute a quorum."

A copy of the amendment of Section 7 of Article II of the Amended and Restated By-Laws, as approved by the Board of Directors of North Valley Bancorp on January 26, 2012, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 Certificate of Amendment of Amended and Restated By-Laws of North Valley Bancorp, as approved on January 26, 2012