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                                                                     EXHIBIT 3.1
 
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
 
                              OF DELTAPOINT, INC.,
 
                            a California Corporation
 
    The undersigned John J. Ambrose and Donald B. Witmer hereby certify that:
 
    ONE: They are the duly elected and acting President and Secretary,
respectively, of said corporation.
 
    TWO: The Articles of Incorporation of said corporation shall be amended and
restated to read in full as follows:
 
                                   ARTICLE I
 
    The name of this corporation is DeltaPoint, Inc.
 
                                   ARTICLE II
 
    The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
 
                                  ARTICLE III
 
    A.  CLASSES OF STOCK.  This corporation is authorized to issue two classes
of stock to be designated, respectively, "Common Stock" and "Preferred Stock."
The total number of shares which the corporation is authorized to issue
Twenty-Nine Million (29,000,000) shares. Twenty-Five Million (25,000,000) shares
shall be Common Stock, and Four Million (4,000,000) shares shall be Preferred
Stock.
 
    B.  RIGHTS, PREFERENCES AND RESTRICTIONS OF PREFERRED STOCK.  The Preferred
Stock may be issued from time to time in one or more series. The Board of
Directors is hereby authorized, to fix or alter the dividend rights, dividend
rate, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), redemption price or prices, and the
liquidation preferences of any wholly unissued series of Preferred Stock, and
the number of shares constituting any such series and the designation thereof,
or any of them; and to increase or decrease the number of shares of any series
subsequent to the issuance of shares of that series, but not below the number of
shares of such series then outstanding. In case the number of shares of any
series shall be so decreased, the shares constituting such decrease shall resume
the status that they had prior to the adoption of the resolution originally
fixing the number of shares of such series.
 
    C.  COMMON STOCK.
 
    1.  DIVIDEND RIGHTS.  Subject to the prior rights of holders of all classes
of stock at the time outstanding having prior rights as to dividends, the
holders of the Common Stock shall be entitled to receive, when and as declared
by the Board of Directors, out of any assets of the corporation legally
available therefor, such dividends as may be declared from time to time by the
Board of Directors.
 
    2.  LIQUIDATION RIGHTS.  In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the corporation, after distribution in
full of any preferential amounts to be distributed to the holders of shares of
the Preferred Stock, the holders of shares of Common Stock shall be entitled to
receive all of the remaining assets of the corporation available for
distribution to its shareholders, ratably in proportion to the number of share
of Common Stock held by them.
 
    3.  REDEMPTION.  The Common Stock is not redeemable.
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    4.  VOTING RIGHTS.  The holder of each share of Common Stock shall have the
right to one vote, and shall be entitled to notice of any shareholders' meeting
in accordance with the bylaws of this corporation, and shall be entitled to vote
upon such matters and in such manner as may be provided by law.
 
                                   ARTICLE IV
 
    Section 1.  LIMITATION OF DIRECTORS' LIABILITY.  The liability of the
directors of this corporation for monetary damages shall be eliminated to the
fullest extent permissible under California law.
 
    Section 2.  INDEMNIFICATION OF CORPORATE AGENTS.  This corporation is
authorized to provide indemnification of agents (as defined in Section 317 of
the California Corporations Code) through bylaw provisions, agreements with the
agents, vote of shareholders or disinterested directors, or otherwise in excess
of the indemnification otherwise permitted by Section 317 of the California
Corporations Code, subject only to applicable limits set forth in Section 204 of
the California Corporations Code with respect to actions for breach of duty to
the corporation and its shareholders.
 
    Section 3.  REPEAL OR MODIFICATION.  Any repeal or modification of the
foregoing Sections 1 or 2 of this Article IV by the shareholders of this
corporation shall not adversely affect any right or protection of any agent of
the corporation existing at the time of such repeal or modification.
 
    THREE The foregoing amendment has been approved by the Board of Directors of
said corporation in accordance with the applicable provisions of Section 910(b)
of the California General Corporation Law.
 
    FOUR The amendments and restatement have been duly approved by the required
vote of the shareholders in accordance with sections 902 and 903 of the
California Corporations Code. The total outstanding shares of the Corporation
which were entitled to vote with respect to the amendments and restatement are
182,800 shares of Common Stock, 55,341 shares of Series A Preferred Stock,
83,018 shares of Series B Preferred Stock, 77,894 shares of Series C Preferred
Stock, 112,564 shares of Series D Preferred Stock and 47,169 shares of Series E
Preferred Stock. The number of shares voting in favor of the amendments and
restatement equaled or exceeded the vote required, such required vote being
66(2/3)% of the outstanding shares of Common Stock, 50% of the outstanding
shares of each series of Preferred Stock voting as a separate series, and
66(2/3)% of the outstanding shares of the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock and Series D Preferred Stock voting
together as a class. Subsequent to such shareholder vote, all shares of
Preferred Stock were converted to Common Stock and no shares of Preferred Stock
remain outstanding.
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    IN WITNESS WHEREOF, the undersigned have executed this certificate on March
11, 1997.
 
                                /s/ JOHN J. AMBROSE
                                ------------------------------------------
                                John J. Ambrose, Chief Executive Officer
 
                                /s/ DONALD B. WITMER
                                ------------------------------------------
                                Donald B. Witmer, Secretary
 
    The undersigned certify under penalty of perjury that they have read the
foregoing Amended and Restated Articles of Incorporation and know the contents
thereof, and that the statements therein are true.
 
    Executed at Monterey, California, on March 11, 1997.
 
                                /s/ JOHN J. AMBROSE
                                ------------------------------------------
                                John J. Ambrose, Chief Executive Officer
 
                                /s/ DONALD B. WITMER
                                ------------------------------------------
                                Donald B. Witmer, Secretary