EXHIBIT 3.1THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATIONOFTRIAD FINANCIAL CORPORATIONTIMOTHY M. O’CONNOR CERTIFIES that:     1. He is the Senior Vice President and Secretary, of Triad Financial Corporation, a Californiacorporation.     2. The Articles of Incorporation of Triad Financial Corporation, as amended to the filing dateof this certificate, and setting forth an amendment to Article III, are amended and restated toread as follows (with the omissions mandated by Corporations Code Section 910(a)):I     The name of this corporation is TRIAD FINANCIAL CORPORATIONII     The purpose of this corporation is to engage in any lawful act or activity for which acorporation may be organized under the General Corporation Law of California other than the bankingbusiness, the trust company business or the practice of a profession permitted to be incorporatedby the California Corporations Code.III     This corporation is authorized to issue one class of shares designated “Common Stock” and oneclass of shares designated as “Preferred Stock”. The number of shares of Common Stock authorizedto be issued is one hundred thousand (100,000), no par value. The number of shares of PreferredStock authorized to be issued is three million (3,000,000), no par value.     (a) The liability of directors of this corporation for monetary damages shall be eliminated tothe fullest extent permissible under California law.     (b) This corporation is authorized to provide indemnification of agents (as defined in Section317 of the California Corporations Code) through bylaw provisions, agreements with the agents, voteof shareholders or disinterested directors or otherwise, in excess of the indemnification otherwisepermitted by Section 317 of the California Corporations Code, subject only to applicable limits setforth in Section 204 of the California Corporations Code with respect to actions for breach of dutyto the corporation and its shareholders.     (c) Any amendment, repeal or modification of any provision of this Article III shall notadversely affect any right or protection of an agent of this corporation existing at the time ofsuch amendment, repeal or modification.
 

 
     (d) Shares of Preferred Stock may be issued from time to time in one or more series. TheBoard of Directors of the corporation (the “Board”) is hereby authorized to determine andalter all rights, preferences and privileges and qualifications, limitations and restrictionsthereon (including, without limitation, voting rights and the limitation and exclusion thereof)granted to or imposed upon any wholly unissued series of Preferred Stock and the number of sharesconstituting any such series and the designation thereof, and to increase or decrease (but notbelow the number of shares of such series then outstanding) the number of shares of any seriessubsequent to the issue of shares of that series then outstanding. In the event that the number ofshares of any series is so decreased, the shares constituting such reduction shall resume thestatus which such shares had prior to the adoption of the resolution originally fixing the numberof shares of such series.     3. The Third Amended and Restated Articles of Incorporation set forth above were approved by aresolution of the Board of Directors dated June 27, 2006.     4. The Third Amended and Restated Articles of Incorporation set forth above were approved bythe required shareholder vote in accordance with Corporations Code Section 902 and Section 903 onJune 27, 2006. Prior to such vote corporation had one class of shares, designated “Common Stock”entitled to vote with respect to the Third Amended and Restated Articles of Incorporation. Thetotal number of outstanding shares of Common Stock entitled to vote with respect to the ThirdAmended and Restated Articles of Incorporation was nine thousand sixty-nine (9,069). The number ofshares of Common Stock voting in favor of the Third Amended and Restated Articles of Incorporationwas nine thousand sixty-nine (9,069), which exceeded the vote required by the Common Stock. Thepercentage vote required of the Common Stock entitled to vote was 50.1%.     /s/ Timothy M. O’Connor   Timothy M. O’Connor, Secretary and Senior Vice President     The undersigned declares under penalty of perjury that the matters set forth in thiscertificate are true and correct of his or her own knowledge, and that this declaration wasexecuted on June 27, 2006, at Huntington Beach, California.        /s/ Timothy M. O’Connor      Timothy M. O’Connor