Exhibit 3.1  RESTATED CERTIFICATE OF
INCORPORATION 
OF KAPSTONE PAPER AND PACKAGING CORPORATION (REFLECTING ALL
AMENDMENTS THROUGH January 2, 2007)  FIRST: The name of the
corporation is KapStone Paper and Packaging Corporation.  SECOND: The registered
office of the Corporation is to be located at 615 South DuPont Highway, Kent
County, Dover, Delaware. The name of its registered agent at that address is
National Corporate Research, Ltd.  THIRD: The purposes for
which the Corporation is formed are to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
Delaware (the GCL).  FOURTH: The total number
of shares of all classes of capital stock which the Corporation shall have
authority to issue is 176,000,000 of which 175,000,000 shares shall be Common
Stock of the par value of $.0001 per share and 1,000,000 shares shall be
Preferred Stock of the par value of $.0001 per share.  (A) Preferred Stock.
The Board of Directors is expressly granted authority to issue shares of the
Preferred Stock, in one or more series, and to fix for each such series such
voting powers, full or limited, and such designations, preferences and
relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issue of such series (a Preferred Stock Designation) and as
may be permitted by the GCL. The number of authorized shares of Preferred Stock
may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the voting
power of all of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, without a separate vote of the holders of the
Preferred Stock, or any series thereof, unless a vote of any such holders is
required pursuant to any Preferred Stock Designation.  (B) Common Stock.
Except as otherwise required by law or as otherwise provided in any Preferred
Stock Designation, the holders of the Common Stock shall exclusively possess
all voting power and each share of Common Stock shall have one vote.  FIFTH: The name and mailing address of the sole
incorporator of the Corporation are as follows:  Name
  
  AddressDerek T. Lively
  
  Loeb & Loeb LLP345 Park Avenue, 19th FloorNew York, New York 10154
  SIXTH: The Board of
Directors shall be divided into three classes: Class A, Class B and Class C.
The number of directors in each class


shall be as nearly equal as possible. At the first
election of directors by the incorporator, the incorporator shall elect a Class C
director for a term expiring at the Corporations third Annual Meeting of
Stockholders. The Class C director shall then elect additional Class A,
Class B and Class C directors. The directors in Class A shall be
elected for a term expiring at the first Annual Meeting of Stockholders, the
directors in Class B shall be elected for a term expiring at the second
Annual Meeting of Stockholders and the directors in Class C shall be
elected for a term expiring at the third Annual Meeting of Stockholders.
Commencing at the first Annual Meeting of Stockholders, and at each annual
meeting thereafter, directors elected to succeed those directors whose terms
expire shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election. Except as the GCL may
otherwise require, in the interim between annual meetings of stockholders or
special meetings of stockholders called for the election of directors and/or
the removal of one or more directors and the filling of any vacancy in that
connection, newly created directorships and any vacancies in the Board of
Directors, including unfilled vacancies resulting from the removal of directors
for cause, may be filled by the vote of a majority of the remaining directors
then in office, although less than a quorum (as defined in the Corporations
Bylaws), or by the sole remaining director. All directors shall hold office
until the expiration of their respective terms of office and until their
successors shall have been elected and qualified. A director elected to fill a
vacancy resulting from the death, resignation or removal of a director shall
serve for the remainder of the full term of the director whose death,
resignation or removal shall have created such vacancy and until his successor
shall have been elected and qualified.  SEVENTH: The following provisions are inserted for the
management of the business and for the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of the
powers of the Corporation and of its directors and stockholders:  (A) Election of
directors need not be by ballot unless the by-laws of the Corporation so
provide.  (B) The Board of
Directors shall have the power, without the assent or vote of the stockholders,
to make, alter, amend, change, add to or repeal the by-laws of the Corporation
as provided in the by-laws of the Corporation.  (C) The directors in
their discretion may submit any contract or act for approval or ratification at
any annual meeting of the stockholders or at any meeting of the stockholders
called for the purpose of considering any such act or contract, and any
contract or act that shall be approved or be ratified by the vote of the
holders of a majority of the stock of the Corporation which is represented in
person or by proxy at such meeting and entitled to vote thereat (provided that
a lawful quorum of stockholders be there represented in person or by proxy)
shall be as valid and binding upon the Corporation and upon all the
stockholders as though it had been approved or ratified by every stockholder of
the Corporation, whether or not the contract or act would otherwise be open to
legal attack because of directors interests, or for any other reason.  (D) In addition to
the powers and authorities hereinbefore or by  2


statute expressly conferred upon them, the directors
are hereby empowered to exercise all such powers and do all such acts and
things as may be exercised or done by the Corporation; subject, nevertheless,
to the provisions of the statutes of Delaware, of this Certificate of
Incorporation, and to any by-laws from time to time made by the stockholders;
provided, however, that no by-law so made shall invalidate any prior act of the
directors which would have been valid if such by-law had not been made.  EIGHTH:  (A) A director of
the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the directors duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the GCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If
the GCL is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the GCL, as so amended. Any repeal or modification of this
paragraph A by the stockholders of the Corporation shall not adversely affect
any right or protection of a director of the Corporation with respect to events
occurring prior to the time of such repeal or modification.  (B) The Corporation,
to the full extent permitted by Section 145 of the GCL, as amended from
time to time, shall indemnify all persons whom it may indemnify pursuant
thereto. Expenses (including attorneys fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding for which such officer or director may be entitled
to indemnification hereunder shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized hereby.  NINTH: Whenever a compromise or arrangement is
proposed between this Corporation and its creditors or any class of them and/or
between this Corporation and its stockholders or any class of them, any court
of equitable jurisdiction within the State of Delaware may, on the application
in a summary way of this Corporation or of any creditor or stockholder thereof
or on the application of any receiver or receivers appointed for this Corporation
under Section 291 of Title 8 of the Delaware Code or on the application of
trustees in dissolution or of any receiver or receivers appointed for this
Corporation under Section 279 of Title 8 of the Delaware Code order a
meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be, to be summoned
in such manner as the said court directs. If a majority in number representing
three fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said compromise
or arrangement and the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the creditors or
class of creditors, and/or on all the stockholders or class of stockholders, of
this Corporation, as the case may be, and also on this Corporation.  3