**Exhibit 3.1**

** **

**CERTIFICATE OF INCORPORATION**

**OF**

**EBIX.COM, INC.,**

**AS AMENDED (NOT INCLUDING CERTIFICATES OFDESIGNATIONS)**

 

 

**I**

** **

The name ofthe Corporation is ebix.com, Inc.

 

**II**

 

The address ofthe registered office of the Corporation in the State of Delaware is 100 WestTenth Street in the City of Wilmington, County of New Castle, and the name ofits registered agent at that address is The Corporation Trust Company.

 

**III**

 

The purpose ofthe Corporation is to engage in any lawful act or activity for which corporationsmay be organized under the General Corporation Law of Delaware.

 

**IV**

** **

TheCorporation is authorized to issue two classes of stock designated “PreferredStock” and “Common Stock,” respectively. The total number of shares of Preferred Stock authorized to be issued is2,000,000 and each of such shares shall have a par value of ten cents($.10).  The total number of shares ofCommon Stock authorized to be issued is 40,000,000 and each such share shallhave a par value of ten cents ($.10).

 

The shares ofPreferred Stock may be issued from time to time in one or more series.  The Board of Directors is hereby authorized,by filing a certificate pursuant to the applicable law of the State ofDelaware, to establish from time to time the number of shares to be included ineach such series, and to fix the designation, powers, preferences and rights ofthe shares of each such series and the qualifications, limitations orrestrictions thereof, including but not limited to the fixing or alteration ofthe dividend rights, dividend rate, conversion rights, voting rights, rightsand terms of redemption (including sinking fund provisions), the redemptionprice or prices, and the liquidation preferences of any wholly unissued seriesor shares of Preferred Stock, or any of them; and to increase or decrease thenumber of shares of any series subsequent to the issue of the shares of thatseries, but not below the number of shares of such series thenoutstanding.  In case the number of sharesof any series shall be so decreased, the shares constituting such decreaseshall resume the status which they had prior to the adoption of the resolutionoriginally fixing the number of shares of such series.

 

**Conversion of CommonStock**.

 

Effective at 12:01 a.m., New York City time,on October 1, 2002, (a) each eight (8) shares of issued and outstanding CommonStock shall automatically,

 

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without the necessity of any further actionon the part of the holder thereof, be converted into and reclassified as one(1) share of Common Stock.  Upon theoccurrence of the conversion and reclassification effected by this Article IV(the “Conversion”), each certificate for outstanding shares of Common Stockdated prior to the effective date of the Conversion (each an “Old Certificate”)shall evidence, and be deemed to evidence, the number of shares of Common Stockinto which the shares previously evidenced by such Old Certificate shall havebeen converted and reclassified in accordance with this Article IV, and theConversion shall become effective in accordance with the terms hereof, whetheror not any or all of the Old Certificates shall have been surrendered or newcertificates evidencing the number of shares of Common Stock into which suchshares have been converted and reclassified have been issued in accordance withArticle IV hereof.

** **

**Subsequent Reissuanceof Certificates.**

 

Following the occurrence of the Conversion,each holder of shares of Common Stock shall receive a letter of transmittalfrom the Corporation’s transfer agent and shall either (a) surrender each OldCertificate evidencing any such shares pursuant to the instructions in suchletter of transmittal or (b) notify the Corporation that such Old Certificatehas been lost, stolen or destroyed and execute an agreement satisfactory to theCorporation to indemnify the Corporation from any loss incurred by it inconnection with the reissuance of such lost, stolen or destroyed OldCertificate.  The Corporation shallthereupon issue and deliver, or cause to be issued and delivered, to such holdera certificate or certificates, in the name shown on such Old Certificate, forthe number of whole shares of Common Stock into which the shares of CommonStock evidenced by the surrendered (or lost, stolen or destroyed) OldCertificate have been converted and reclassified, dated as of the date on whichthe Conversion became effective.  TheCorporation shall not be obligated to issue any certificate evidencing sharesof Common Stock in connection with the Conversion except in accordance withthis Article IV.

** **

**Fractional Shares.**

 

Notwithstanding the foregoing, no fraction ofa share of Common Stock shall be issued by virtue of the Conversion, but inlieu thereof, each holder of shares of Common Stock who would otherwise beentitled to a fraction of a share of Common Stock by virtue of the Conversion(after aggregating all fractional shares of Common Stock to be received by suchholder) shall receive from the Corporation the number of shares of Common Stockthe holder would otherwise be entitled to by virtue of the Conversion, roundedup to the next number of whole shares of Common Stock.

 

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**Par Value of CommonStock.**

 

The par valueof the Common Stock as set forth above shall remain unchanged by the Conversion.

 

**V**

** **

The managementof the business and the conduct of the affairs of the Corporation shall bevested in its Board of Directors. The number of directors which shallconstitute the whole Board of Directors shall be fixed by, or in the mannerprovided in, the Bylaws of the Corporation.

 

**VI**

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In furtheranceand not in limitation of the powers conferred by statute, the Board ofDirectors is expressly authorized to make, repeal, alter, amend and rescind theBylaws of the Corporation.

 

**VII**

 

Election ofdirectors at an annual or special meeting of shareholders need not be bywritten ballot.

 

**VIII**

 

Specialmeetings of the shareholders of the Corporation for any purpose or purposes maybe called at any time by the Board of Directors or by a committee of the Boardof Directors which has been duly designated by the Board of Directors and whosepowers and authority, as provided in a resolution of the Board of Directors orin the Bylaws of the Corporation, include the power to call such meetings, butsuch special meetings may not be called by any other person or persons;provided, however, that if and to the extent that any special meeting ofstockholders may be called by any other person or persons specified in anyprovisions of the Certificate of Incorporation or any amendment thereto or anycertificate filed under Section 151(g) of the General Corporation Law ofDelaware (or its successor statute as in effect from time to time hereunder),then such special meeting may also be called by the person or persons, in themanner, at the times and for the purposes so specified.

 

**IX**

 

TheCorporation reserves the right to amend, alter, change or repeal any provisioncontained in this Certificate of Incorporation, in the manner now or hereafterprescribed by statute, and all rights conferred on stockholders herein aregranted subject to this reservation.

 

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**X**

 

The name andmailing address of the incorporator of the Corporation is:

 
|   | Mr. Richard  R. Janssen                |
|--------|----------------------------------------|
|   | c/o Alan J.  Barton, Esq.              |
|   | Paul,  Hastings, Janofsky & Walker |
|   | 1299 Ocean  Avenue, Fifth Floor        |
|   | Santa  Monica, California 90401        |

 

**XI**

 

A directorshall not be personally liable to the Corporation or its stockholders formonetary damages for breach of fiduciary duty as a director; provided that thissentence shall not eliminate or limit the liability of a director (i) for anybreach of his duty of loyalty to the Corporation or its stockholders, (ii) foracts or omissions not in good faith or which involve intentional misconduct ora knowing violation of the law, (iii) under Section 174 of the GeneralCorporation Law, or (iv) for any transaction from which the director derives animproper personal benefit.  This ArticleXI shall not eliminate or limit the liability of a director for any act oromission occurring prior to the date when this Article XI becomes effective.

 

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