**Exhibit 3.1**

***STATE OF WASHINGTON                                                ***[SEAL]*** ***                                                ***SECRETARY OF STATE***

CUTTER  & BUCK  INC.

LPSL  CORP  SVCS INC1420  5TH AVE  STE  4100SEATTLE  WA 98101-2338

AMENDMENT

I,  Sam Reed**, **Secretary  of State  of  the State  of  Washington andcustodian  of its  seal,  hereby certify  that  documents meetingWashington  statutory requirements  have  been filed  and  processedwith  the Secretary  of  State on  behalf  of :

CUTTER  & BUCK  INC.

A  Washington  Profit CorporationUBI:  601 222  729Filing  Date:  October 20,  2005Effective  Date:  October 20,  2005
|          |     | Given under my hand and the  seal of the State  of  Washington at Olympia, the State Capital . |
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| [SEAL]   | * * | */s/ SAM  REED*                                                                                     |
| * * | * * | *Sam Reed, Secretary of State*                                                                      |

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FILEDSECRETARYOF STATE

OCT 19 2005

STATE OF WASHINGTON

**ARTICLES OFAMENDMENT TO THE****RESTATED ARTICLES OFINCORPORATION****OF CUTTER & BUCK INC.**

Pursuant to the provisions ofthe Washington Business Corporation Act and RCW 23B.10.030 andRCW 23B.10.060, the undersigned corporation hereby submits the followingArticles of Amendment to the Restated Articles of Incorporation for filing.

1.    The name of the corporation is Cutter & Buck Inc.

2.    The text of Article 9 of the Restated Articles ofIncorporation shall be deleted in its entirety and new Article 9 shall beinserted in its place and shall read in its entirety as follows:

ARTICLE9. DIRECTORS

9.1      The business and affairs of the Corporation shall be managed under thedirection of a Board of Directors, the number of which shall be set forth inthe Bylaws of the Corporation.

3.    The amendment to the Restated Articles of Incorporation does notprovide for an exchange, reclassification or cancellation of issued shares.

4.    The date of the adoption of the amendment by the shareholders wasOctober 19, 2005.

5.    The above amendment was adopted and duly approved by the Board ofDirectors and the shareholders in accordance with the provisions of RCW 23B.10.030and 23B.10.040.

6.    The amendment will be effective upon filing with the WashingtonSecretary of State.

DATED: October 19, 2005
|        |   | CUTTER & BUCK INC.                |
|--------|--------|--------------------------------------------|
|   |   | By                                         |  /s/ JOHN T. WYATT |
|   |   | John T. Wyatt                              |
|   |   | Its: Chief Executive Officer and President |

 

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[SEAL]

***STATE OF WASHINGTON                     ***     ***SECRETARY OF STATE***

**I, RALPH MUNRO,**Secretary of State of the State of Washington andcustodian of its seal, hereby

issue this

***CERTIFICATE OF AMENDMENT***

to

CUTTER & BUCK INC.

a Washington                        Profit                                corporation. Articlesof Amendment were

filed or record in this office on the date indicatedbelow.

UBI Number: 601  222  729                                                                Date: August  18,  1995
|          | * * | *Given under my hand and the  Seal of the State of Washington at Olympia, the State Capital* |
|----------|----------|----------------------------------------------------------------------------------------------|
| * * | * * | */s/ RALPH  MUNRO*                                                                           |
|     | * * | *Ralph Munro, Secretary of State*                                                            |

 

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FILEDSTATE OFWASHINGTON

AUG 18 1995

RALPH MUNROSECRETARYOF STATE

**RESTATED ARTICLES OF INCORPORATION****OF****CUTTER & BUCK INC.**

These Restated Articles ofIncorporation are filed pursuant to RCW 23B.10.070.

ARTICLEI. NAME

The name of the corporation isCutter & Buck Inc. (“Corporation”).

ARTICLE2. DURATION

The period of this Corporation’sduration shall be perpetual.

ARTICLE3. PURPOSES AND POWERS

The purpose of this Corporationis to engage in any business, trade or activity which may lawfully be conductedby a corporation organized under the Washington Business Corporation Act,including but not limited to every phase and aspect of the design, manufactureand marketing of apparel.

This Corporation shall have theauthority to engage in any and all such activities as are incidental orconducive to the attainment of the purposes of this Corporation and to exerciseany and all powers authorized or permitted under any law that may be now orhereafter applicable or available to this Corporation.

ARTICLE4. SHARES

4.1  Authorized Capital.

4.1.1  Total Authorized Capital. The totalauthorized capital of the Corporation shall consist of 31,000,000 sharesconsisting of 25,000,000 shares of common stock having no par value (“CommonStock”) and 6,000,000 shares of preferred stock having no par value (“PreferredStock”).

4.1.2  Authorization to Designate Series ofPreferred Stock. The board of directors of the Corporation (the “Board”) ishereby authorized to designate the preferences and limitations and relativerights of series of Preferred Stock, and to set the number of sharesconstituting any such series and the designation thereof, before the issuanceof any shares of such

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series. The Board is furtherauthorized to reduce the number of authorized shares of any series of PreferredStock, but not below the number of shares of that series then outstanding.

4.2  Common Stock. The relative rights, preferences, privilegesand restrictions granted to or imposed upon the Common Stock and the holdersthereof are as follows:

4.2.1  Dividend Rights. The holders of recordof outstanding shares of Common Stock (the “Common Holders”) shall be entitledto receive, when, as and if declared by the Board, out of any assets of theCorporation legally available therefor, such dividends as may be declared fromtime to time by the Board, subject, however, to any designated preferences,limitations and relative rights of the holders of record of Preferred Stock(the “Preferred Holders”).

4.2.2  Liquidation Rights. In the event ofany liquidation, dissolution or winding up of the affairs of the Corporation,whether voluntary or involuntary, each issued and outstanding share of CommonStock shall entitle the Common Holder thereof to receive ratably and equallyall the assets and funds of the Corporation available for distribution to itsshareholders, whether from capital or surplus, subject, however, to any designatedpreferences, limitations and relative rights of the Preferred Holders.

4.2.3  Voting Rights. The Common Holders andthe Preferred Holders shall at all times vote as one class, with each PreferredHolder entitled to vote such number of shares as equals the number of shares ofCommon Stock into which the shares of Preferred Stock may then be converted,subject, however, to any designated preferences, restrictions or relativerights of the Preferred Holders. Common Holders shall be entitled to one votefor each share of Common Stock held.

ARTICLE5. PREEMPTIVE RIGHTS

No preemptive rights shallexist with respect to shares of Common Stock of this Corporation.

ARTICLE6. CUMULATIVE VOTING

No cumulative voting fordirectors shall be permitted.

ARTICLE7. CONTRACTS IN WHICH DIRECTORS, OFFICERSAND SHAREHOLDERS HAVE AN INTEREST

This Corporation may enter intocontracts and otherwise transact business as vendor, purchaser, or otherwise,with its directors, officers, and shareholders and with corporations, associations,firms, and entities in which they are or may become interested as directors,officers, shareholders, members, or otherwise, as freely as though suchinterest did not exist. In the absence of fraud, the fact that any director,officer, shareholder, or any Corporation, association, firm or other entity ofwhich any director, officer, or shareholder is in any way interested in anytransaction or contract shall not make the transaction or contract void orvoidable, or require the director, officer, or shareholder to account to thisCorporation for any profits therefrom if the

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transaction or contract is orshall be authorized, ratified, or approved by (i) the vote of a majorityof a quorum of the Board excluding any interested director or directors, (ii) thewritten consent of the holders of a majority of the shares entitled to vote, or(iii) a general resolution approving the acts of the directors andofficers adopted at a shareholders meeting by vote of the holders of themajority of the shares entitled to vote. Nothing herein contained shall createany liability in the events described or prevent the authorization,ratification or approval of such transactions or contracts in any other manner.

ARTICLE8. BYLAWS

The Board shall have the powerto adopt, amend, or repeal the Bylaws of this Corporation, subject to the powerof the shareholders to amend or repeal such Bylaws. The shareholders shall alsohave the power to adopt, amend or repeal the Bylaws of this Corporation.

ARTICLE9. DIRECTORS

The number of directors of thisCorporation shall be determined in the manner provided by the Bylaws and may beincreased or decreased from time to time in the manner provided therein.

ARTICLE 10. LIMITATION OF DIRECTORS’ LIABILITY

 A director shall have no liability to theCorporation or its shareholders for monetary damages for conduct as a director,except for acts or omissions that involve intentional misconduct by thedirector, or a knowing violation of law by the director, or for conductviolating RCW 23B.08.310, or for any transaction from which the director willpersonally receive a benefit in money, property or services to which thedirector is not legally entitled. If the Washington Business Corporation Act ishereafter amended to authorize corporate action further eliminating or limitingthe personal liability of directors, then the liability of a director shall beeliminated or limited to the full extent permitted by the Washington BusinessCorporation Act, as so amended. Any repeal or modification of this Article shallnot adversely affect any right or protection of a director of the Corporationexisting at the time of such repeal or modification for or with respect to anact or omission of such director occurring prior to such repeal ormodification.

ARTICLE11. INDEMNIFICATION OF DIRECTORS AND OFFICERS

11.1                Right to Indemnification. Each person who was,or is threatened to be made a party to or is otherwise involved (including,without limitation, as a witness) in any actual or threatened action, suit or proceeding,whether civil, criminal, administrative or investigative, by reason of the factthat he or she is or was a director or officer of the Corporation or, while adirector or officer, he or she is or was serving at the request of theCorporation as a director, trustee, officer, employee or agent of anotherCorporation or of a partnership, joint venture, trust or other enterprise,including service with respect to employee benefit plans, whether the basis ofsuch proceeding is alleged action in an official capacity as a director,trustee, officer, employee or agent or in any other capacity while serving as adirector, trustee, officer, employee or agent, shall be indemnified and heldharmless by the Corporation, to the full extent permitted by

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applicable law as then ineffect, against all expense, liability and loss (including attorney’s fees,judgments, fines, ERISA excise taxes or penalties and amounts to be paid insettlement) actually and reasonably incurred or suffered by such person inconnection therewith, and such indemnification shall continue as to a personwho has ceased to be a director, trustee, officer, employee or agent and shallinure to the benefit of his or her heirs, executors and administrators;provided, however, that except as provided in Section 11.2 of this Article withrespect to proceedings seeking to enforce rights to indemnification, theCorporation shall indemnify any such person seeking indemnification inconnection with a proceeding (or part thereof) initiated by such person only ifsuch proceeding (or part thereof) was authorized by the Board. The right toindemnification conferred in this Section 11.1 shall be a contract rightand shall include the right to be paid by the Corporation the expenses incurredin defending any such proceeding in advance of its final disposition; provided,however, that the payment of such expenses in advance of the final dispositionof a proceeding shall be made only upon delivery to the Corporation of anyundertaking, by or on behalf of such director or officer, to repay all amountsso advanced if it shall ultimately be determined that such director or officeris not entitled to be indemnified under this Section 11.1 or otherwise.

11.2                Right of Claimant to Bring Suit. If a claimunder Section 11.1 of this Article is not paid in full by theCorporation within sixty (60) days after a written claim has been received bythe Corporation, except in the case of a claim for expenses incurred indefending a proceeding in advance of its final disposition, in which case theapplicable period shall be twenty (20) days, the claimant may at any timethereafter bring suit against the Corporation to recover the unpaid amount ofthe claim and, to the extent successful in whole or in part, the claimant shallbe entitled to be paid also the expense of prosecuting such claim. The claimantshall be presumed to be entitled to indemnification under this Article uponsubmission of a written claim (and, in an action brought to enforce a claim forexpenses incurred in defending any proceeding in advance of its finaldisposition, where the required undertaking has been tendered to theCorporation), and thereafter the Corporation shall have the burden of proof toovercome the presumption that the claimant is not so entitled. Neither thefailure of the Corporation (including its Board, independent legal counsel orits shareholders) to have made a determination prior to the commencement ofsuch action that indemnification of or reimbursement or advancement of expensesto the claimant is proper in the circumstances nor an actual determination bythe Corporation (including its Board, independent legal counsel or itsshareholders) that the claimant is not entitled to indemnification or to thereimbursement or advancement of expenses shall be a defense to the action orcreate a presumption that the claimant is not so entitled.

11.3                Nonexclusivity of Rights. The right toindemnification and the payment of expenses incurred in defending a proceedingin advance of its final disposition conferred in this Article shall not beexclusive of any other right which any person may have or hereafter acquireunder any statute, provision of the Articles of Incorporation, Bylaws,agreement, vote of shareholders or disinterested directors or otherwise.

11.4                Insurance, Contracts and Funding. TheCorporation may maintain insurance, at its expense, to protect itself and anydirector, trustee, officer, employee or agent of the Corporation or anothercorporation, partnership, joint venture, trust or other enterprise against anyexpense, liability or loss, whether or not the Corporation would have the powerto indemnify such person against such expense, liability or loss under theWashington Business Corporation Act.

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The Corporation may, withoutfurther shareholder action, enter into contracts with any director or officerof the Corporation in furtherance of the provisions of this Article andmay create a trust fund, grant a security interest or use other means(including, without limitation, a letter of credit) to ensure the payment ofsuch amounts as may be necessary to effect indemnification as provided in thisArticle.

11.5                Indemnification of Employees and Agents of theCorporation. The Corporation may, by action of its Board from time to time,provide indemnification and pay expenses in advance of the final disposition ofa proceeding to employees and agents of the Corporation with the same scope andeffect as the provisions of this Article with respect to theindemnification and advancement of expenses of directors and officers of theCorporation or pursuant to rights granted pursuant to, or provided by, theWashington Business Corporation Act or otherwise.

ARTICLE12. SPECIAL MEETINGS OF SHAREHOLDERS

The President of theCorporation or the Board may call special meetings of the shareholders for anypurpose. A special meeting of the shareholders shall be held if the holders ofnot less than twenty-five percent (25%) of all the votes entitled to be cast onany issue proposed to be considered at the proposed special meeting havedelivered to the Secretary of the Corporation one or more signed and datedwritten demands for such meeting, describing the purpose or purposes for whichthe meeting is to be held; provided that upon qualification of the Corporationas a “public company” under the Washington Business Corporation Act, thepercentage of votes required to call a special meeting shall be thirty percent(30%).

ARTICLE13. AMENDMENTS TO ARTICLES OF INCORPORATION

This Corporation reserves theright to amend or repeal any of the provisions contained in these Articles ofIncorporation, and the rights of the shareholders of this Corporation aregranted subject to this reservation.

IN WITNESS WHEREOF, theundersigned submits these Restated Articles of Incorporation this 18th day ofAugust, 1995.
|        |   | CUTTER & BUCK INC. |
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|   |   | By                               | /s/  MARTY M. MARKS |
|   |   | Its                              | Senior Vice President |

 

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