Exhibit 3.1
 ARTICLES OF INCORPORATION
OF
VALUEVISION MEDIA, INC.
 (Conformed Copy  Includes all amendments through April 1, 2010)
 ARTICLE 1
  ARTICLE 2
  ARTICLE 3
 A.
    
    The Corporation is authorized to issue One Hundred Million (100,000,000) shares
of capital stock, having a par value of one cent ($.01) per share in the case of common
stock, and having a par value as determined by the Board of Directors in the case of
preferred stock, to be held, sold and paid for at such times and in such manner as the
Board of Directors may from time to time determine in accordance with the laws of the
State of Minnesota.B.
    
    In addition to any and all powers conferred upon the Board of Directors by the
laws of the State of Minnesota, the Board of Directors shall have the authority to
establish by resolution more than one class or series of shares, either preferred or
common, and to fix the relative rights, restrictions and preferences of any such
different classes or series, and the authority to issue shares of a class or series to
another class or series to effectuate share dividends, splits or conversion of the
Corporations outstanding shares.C.
    
    The Board of Directors shall also have the authority to issue rights to convert
any of the Corporations securities into shares of stock of any class or classes, the
authority to issue options to purchase or subscribe for shares of stock of any class or
classes, and the authority to issue share purchase or subscription warrants or any
other evidence of such option rights which set forth the terms, provisions and
conditions thereof, including the price or prices at which such shares may be
subscribed for or purchased. Such options, warrants and rights, may be transferable or
nontransferable and separable or inseparable from other securities of the Corporation.
The Board of Directors is authorized to fix the terms, provisions and conditions of
such options, warrants and rights, including the conversion basis or bases and the
option price or prices at which shares may be subscribed for or purchased.D.
    
    Any provisions herein to the contrary notwithstanding, except as otherwise
provided by law, not more than twenty percent (20%) of the aggregate voting power of
all shares outstanding entitled to vote on any matter shall be at any time voted by or
for the account of aliens or their representatives, or by or for the account of a
foreign government or representative thereof, or by or for the account of any
corporation organized under the laws of foreign country.The Board of Directors shall make such rule and regulations as it shall deem
necessary or appropriate to enforce the provisions of this paragraph D.E.
    
    Except as otherwise provided by law, aliens, foreign governments, or
corporations organized under the laws of a foreign country, or the representatives of
such aliens, foreign governments, or corporations organized under the laws of a foreign
country, shall not own, directly or through a third party who holds the stock for the
account of such alien, foreign government, or corporation organized under the laws of a
foreign country: (1) more than twenty percent (20%) of the number of shares of
outstanding stock of the Corporation, or (2) shares representing more than twenty
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percent (20%) of the aggregate voting power of all outstanding shares of voting
stock of the Corporation.Shares of stock shall not be transferable on the books of the Corporation to aliens,
foreign governments, or corporations organized under the laws of foreign countries,
or to the representatives of, or persons holding for the account of, such aliens,
foreign governments, or corporations organized under the laws of foreign countries,
unless, after giving effect to such transfer, the aggregate number of shares of
stock owned by or for the account of aliens, foreign governments, and corporations
organized under the laws of foreign countries, and any representatives thereof, will
not exceed twenty percent (20%) of the number of shares of outstanding stock of the
Corporation, and the aggregate voting power of such shares will not exceed twenty
percent (20%) of the aggregate voting power of all outstanding shares of voting
stock of the Corporation.If, notwithstanding the restriction on transfer set forth in this Article 3E, the
aggregate number of shares of stock owned by or for the account of aliens, foreign
governments, and corporations organized under the laws of foreign countries, exceed
twenty percent (20%) of the number of shares of outstanding stock of the
Corporation, or if the aggregate voting power of such shares exceed twenty percent
(20%) of the aggregate voting power of all outstanding shares of voting stock of the
Corporation, the Corporation shall have the right to redeem shares of all classes of
capital stock, at their then fair market value, on a pro rata basis, owned by or for
the account of all aliens, foreign governments, and corporations organized under the
laws of foreign countries, in order to reduce the number of shares and/or percentage
of voting power held by or for the account of aliens, foreign governments, and
corporations organized under the laws of foreign countries, and their
representatives to the maximum number or percentage allowed under these Articles of
Incorporation or as otherwise required by applicable federal law.The Board of Directors shall make such rules and regulations as it deems necessary
or appropriate to enforce the foregoing provisions of this Article 3E.
 ARTICLE 4
 A.
    
    No shareholder of the Corporation shall have any preemptive rights.B.
    
    No shareholder of the Corporation shall have any cumulative voting rights.
 ARTICLE 5
  ARTICLE 6
  ARTICLE 7
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CERTIFICATE OF DESIGNATION OF
SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK
   Designation of Series and Number of Shares
 Rank
   Dividends
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Liquidation Preference
 Redemption
 Mandatory Redemption
 Redemption Upon Change in Control
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Procedure for Mandatory Redemption
 Procedure for Change in Control Redemption
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Conversion
 Conversion
 Conversion Procedures
  Adjustment of Conversion Price
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No Fractional Shares
 Reclassification, Consolidation, Merger or Sale of Assets
 Reservation of Shares, Etc
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Prior Notice of Certain Events
      Definitions
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Voting Rights General
 Voting Rights for Directors
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Class Voting
    Additional Class Voting
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Status of Acquired Shares
 Modification and Waiver
 Severability of Provisions
 Miscellaneous Transfer Taxes
 Failure to Designate Shareholder or Payee
 Registration Rights Agreement
 Shareholder Agreement
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Documents on File
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CERTIFICATE OF DESIGNATION OF
SERIES B REDEEMABLE PREFERRED STOCK
 Corporation
  Designation of Series and Number of Shares Preferred Stock Stated Value
 Rank
 Common Stock Junior Stock
 Junior Liquidation Stock
 Dividends
 Issue
Date Standard
Rate Accruing Dividends Default Rate Base Amount Default
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Parity Dividend Stock
 Liquidation Preference Parity Liquidation Stock
 Redemption
 Mandatory Redemption Redemption Price
   Excess Cash Balance
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Cash Balance Balance Sheet Additional Cash Amount
 ARS Event Asset Sale Event Financing Event
 Redemption at Option of the Corporation
 Redemption Upon Change in Control Change
of Control Exchange
Act Continuing Directors
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Procedure for Mandatory or Optional Redemption; Notices
    Procedure for Change in Control Redemption
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No Conversion Rights
 No Conversion
 Reclassification, Consolidation, Merger or Sale of Assets
 Prior Notice of Certain Events
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Voting Rights
 General
 Limitations on Voting Rights Warrant
 Voting Rights for Directors
 Designee
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Class Voting
    Additional Class Voting
 Status of Acquired Shares
 Modification and Waiver
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Severability of Provisions
 Miscellaneous
 Transfer Taxes
 Shareholder Agreement Shareholder Agreement
 Documents on File
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