Exhibit 3.1(a)STATE *of*DELAWARE **AMENDED AND RESTATED****CERTIFICATE OF INCORPORATION****OF****EASTON-BELL SPORTS, INC.**     The name of the corporation is Easton-Bell Sports, Inc. The corporation’s originalCertificate of Incorporation was filed with the Secretary of State of the State of Delaware onApril 21, 2003 under the name RSG Holdings, LLC.     This Amended and Restated Certificate of Incorporation was duly adopted in accordance withSections 242 and 245 of the General Corporation Law of the State of Delaware, and restates,integrates and further amends the provisions of the Corporation’s Certificate of Incorporation.     The text of the Certificate of Incorporation is amended and restated to read as follows:     1. Name. The name of this corporation is Easton-Bell Sports, Inc.     2. Registered Office. The registered office of this corporation in the State ofDelaware is located at 2711 Centerville Road, Suite 400 in the City of Wilmington 19808, County ofNew Castle. The name of its registered agent at such address is Corporation Service Company.     3. Purpose. The purpose of this corporation is to engage in any lawful act oractivity for which corporations may be organized under the General Corporation Law of the State ofDelaware.     4. Stock. The total number of shares of stock that this corporation shall haveauthority to issue is 100 shares of Common Stock, $0.01 par value per share. Each share of CommonStock shall be entitled to one vote.     5. Change in Number of Shares Authorized. Except as otherwise provided in theprovisions establishing a class of stock, the number of authorized shares of any class or series ofstock 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 the corporationentitled to vote irrespective of the provisions of Section 242(b)(2) of the General Corporation Lawof the State of Delaware.     6. Election of Directors. The election of directors need not be by written ballotunless the by-laws shall so require.
 

 
     7. Authority of Directors. In furtherance and not in limitation of the powerconferred upon the board of directors by law, the board of directors shall have power to make,adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the rightof the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by theboard of directors. Each director of this corporation who is designated as a super voting directorby Fenway Partners Capital Fund II, L.P. in a notice delivered to and filed with the books andrecords of this corporation shall have four votes and each other director shall have one vote, ineach case, on each matter that is subject to approval of the board of directors of this corporationor any committee thereof. Every reference in the by-laws to a majority or other proportion of thedirectors shall refer to a majority or other proportion of the votes of the directors.     8. Liability of Directors. A director of this corporation shall not be liable to thecorporation or its stockholders for monetary damages for breach of fiduciary duty as a director,except to the extent that exculpation from liability is not permitted under the General CorporationLaw of the State of Delaware as in effect at the time such liability is determined. No amendmentor repeal of this paragraph 8 shall apply to or have any effect on the liability or allegedliability of any director of the corporation for or with respect to any acts or omissions of suchdirector occurring prior to such amendment or repeal.     9. Indemnification. This corporation shall, to the maximum extent permitted from timeto time under the law of the State of Delaware, indemnify and upon request advance expenses to anyperson who is or was a party or is threatened to be made a party to any threatened, pending orcompleted action, suit, proceeding or claim, whether civil, criminal, administrative orinvestigative, by reason of the fact that such person is or was or has agreed to be a director orofficer of this corporation or while a director or officer is or was serving at the request of thiscorporation as a director, officer, partner, trustee, employee or agent of any corporation,partnership, joint venture, trust or other enterprise, including service with respect to employeebenefit plans, against expenses (including attorney’s fees and expenses), judgments, fines,penalties and amounts paid in settlement incurred (and not otherwise recovered) in connection withthe investigation, preparation to defend or defense of such action, suit, proceeding or claim;provided, however, that the foregoing shall not require this corporation toindemnify or advance expenses to any person in connection with any action, suit, proceeding, claimor counterclaim initiated by or on behalf of such person. Such indemnification shall not beexclusive of other indemnification rights arising under any by-law, agreement, vote of directors orstockholders or otherwise and shall inure to the benefit of the heirs and legal representatives ofsuch person. Any person seeking indemnification under this paragraph 9 shall be deemed to have metthe standard of conduct required for such indemnification unless the contrary shall be established.Any repeal or modification of the foregoing provisions of this paragraph 9 shall not adverselyaffect any right or protection of a director or officer of this corporation with respect to anyacts or omissions of such director or officer occurring prior to such repeal or modification.     10. Records. The books of this corporation may (subject to any statutoryrequirements) be kept outside the State of Delaware as may be designated by the board of directorsor in the by-laws of this corporation.     11. Meeting of Stockholders of Certain Classes. If at any time this corporation shallhave a class of stock registered pursuant to the provisions of the Securities Exchange Act of
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1934, for so long as such class is so registered, any action by the stockholders of such classmust be taken at an annual or special meeting of stockholders and may not be taken by writtenconsent.[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
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     IN WITNESS WHEREOF, the corporation has caused this Amended and Restated Certificate ofIncorporation to be signed by an authorized officer this 17th day of March, 2006.     EASTON-BELL SPORTS, INC.     By: /s/ Mark Genender   Name: