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Exhibit 3.1
 AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
DOLAN MEDIA COMPANY
 (originally incorporated, under the name DMC II Company, on March 17, 2003)
 Corporation DGCL Certificate of Incorporation
 FIRST:
    
    The name of the Corporation is Dolan Media Company.SECOND:
    
    The address of the Corporations registered office in the State of
Delaware is 1209 Orange Street, Wilmington, County of New Castle,
Delaware 19801. The name of the Corporations registered agent at
such address is The Corporation Trust Company.THIRD:
    
    The nature of the business to be conducted or promoted by the
Corporation is to engage in any lawful act or activity for which
corporations may be organized under the DGCL.FOURTH:
    
    A. Authorized Stock. The Corporation shall have authority to
issue the following classes of stock, in the number of shares and
at the par value as indicated opposite the name of the class:
 NUMBER OFSHARES
    
    PAR VALUECLASS
    
    AUTHORIZED
    
    PER SHARECommon Stock
    
    
    70,000,000
    
    
    $
    0.001Preferred Stock
    
    
    5,000,000
    
    
    $
    0.001
 B. Common Stock. Except as otherwise provided in this
Section B of Article Fourth or as otherwise required by the
DGCL, all shares of Common Stock shall be identical in all
respects and shall entitle the holders thereof to the same
rights and privileges, subject to the same qualifications,
limitations and restrictions.




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Board of Directors
  C. Preferred Stock. Preferred Stock may be issued from time to
time in one or more series. Subject to the other provisions of
this Certificate of Incorporation and any limitations prescribed
by law, the Board of Directors is authorized to provide for the
issuance of and issue shares of Preferred Stock in series and,
by filing a certificate pursuant to the DGCL, to establish from
time to time the number of shares to be included in each such
series and to fix the designation, powers, preferences and
rights of the shares of each such series and any qualifications,
limitations or restrictions thereof. Shares of each such series
may, among other things, (i) rank senior to, junior to, or on
parity with, shares of any other series of Preferred Stock as to
the payment or the distribution of assets on liquidation; (ii)
bear a stated dividend and/or rank senior to, junior to, or on
parity with, shares of any other series of Preferred Stock as to
the payment or dividends; (iii) be redeemable by the holder
thereof and/or the Corporation at specified times, and on
specified terms and conditions; (iv) have voting or other rights
with respect to the control of the Corporation which rank senior
to, junior to, or on parity with, shares of any other series of
Preferred Stock; and/or (v) otherwise have rights, powers or
preferences which are senior (or otherwise superior) to, junior
to, or on parity with, shares of any other series of Preferred
Stock. No consent of the holders of Common Stock or any other
series of Preferred Stock shall be required in connection with
such authorization and issuance by the Board of Directors of any
such series of Preferred Stock. The Board of Directors is also
hereby vested with the authority and is expressly authorized, to
increase or decrease the number of shares within each such
series of Preferred Stock; provided, however, that the Board of
Directors may not decrease the number of shares within a series
of Preferred Stock below the number of shares within such series
that is then outstanding.




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The amendment of the terms of any certificate of designation of
any series of Preferred Stock of which shares are outstanding
shall require only the approval of the Board of Directors and
the holders of a majority (or such greater number as may be
required by the certificate of designation of each series) of
the total voting power of the outstanding shares of such series
of Preferred Stock and no approval of any holder of Common Stock
or any other series of Preferred Stock shall be required unless
such approval shall be required by law or by any certificate of
designation of any other series of Preferred Stock.FIFTH:
    
    A. Written Consent. Any action required or permitted to be
taken by the stockholders of the Corporation shall be effected
only at a duly called annual or special meeting of stockholders
of the Corporation and shall not be effected by consent in
writing by the holders of outstanding stock pursuant to Section
228 of the DGCL or any other provision of the DGCL.B. Special Meetings. Special meetings of stockholders of the
Corporation may be called upon notice provided in accordance
with this Certificate of Incorporation by the Chairman of the
Board of Directors, the President of the Corporation or the
Board of Directors pursuant to a resolution approved by the
Board of Directors.SIXTH:
    
    In furtherance and not in limitation of the power conferred by
statute, the Board of Directors is expressly authorized to make,
alter, amend or repeal the By-Laws of the Corporation. The
By-Laws of the Corporation may be altered, amended or repealed,
or new By-Laws may be adopted, by the Board of Directors in
accordance with the preceding sentence or at any annual or
special meeting of the stockholders by the vote of the holders
of at least sixty-six and two-thirds percent (66 2/3%) of the
voting power of the shares of the Corporation entitled to vote
generally in the election of directors; provided that, if such
alteration, amendment, repeal or adoption of new By-Laws is
effected at a duly called special meeting of stockholders,
notice of such alteration, amendment, repeal or adoption of new
By-Laws is contained in the notice of such special meeting.SEVENTH:
    
    A director of the Corporation shall not, in the absence of
fraud, be disqualified by his office from dealing or contracting
with the Corporation either as a vendor, purchaser or otherwise,
nor, in the absence of fraud, shall a director of the
Corporation be liable to account to the Corporation for any
profit realized by him or her from or through any transaction or
contract of the Corporation by reason of the fact that such
director, or any entity of which such director is an officer,
director, equityholder, employee, agent or representative, was




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interested in such transaction or contract if such transaction
or contract has been authorized, approved or ratified in a
manner provided in the DGCL for authorization, approval or
ratification of transactions or contracts between the
Corporation and one or more of its directors or officers or
between the Corporation and any other corporation, partnership,
limited liability company, association or other entity in which
one or more of its directors or officers are directors or
officers or have a financial interest.EIGHTH:
    
    Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or
between the Corporation and its stockholders or any class of
them, any court of equitable jurisdiction within the State of
Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the
Corporation under the provisions of Section 291 of Title 8 of
the DGCL or on the application of trustees in dissolution or of
any receiver or receivers appointed for the Corporation under
the provisions of Section 279 of Title 8 of the DGCL order a
meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the
case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths
(3/4) in value of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of the Corporation, as
the case may be, agrees to any compromise or arrangement and to
any reorganization of the Corporation as a consequence of such
compromise or arrangement, the said compromise or arrangement
and the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders
or class of stockholders, of the Corporation, as the case may
be, and also on the Corporation.NINTH:
    
    The Board of Directors may adopt a resolution proposing to
amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter
prescribed by statute. Notwithstanding anything contained in
this Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least sixty-six and
two-thirds percent (66 2/3%) of the voting power of the shares
entitled to vote generally in the election of directors shall be
required to amend, alter or repeal, or to adopt any provision
inconsistent with, Article Fifth, Sixth, Seventh, Ninth, Tenth,
Eleventh or Twelfth of this Certificate of Incorporation.TENTH:
    
    The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors, consisting of
not less than five (5) nor more than eleven (11) directors. The
exact number




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shall be determined from time to time by resolution
adopted by the affirmative vote of a majority of the directors
in office at the time of adoption of such resolution. Elections
of directors need not be by written ballot unless otherwise
provided herein or in the By-Laws, as amended.The directors shall be divided into three classes, as nearly
equal in number as possible and designated Class I, Class II and
Class III. Each class of directors shall have a three-year term,
with members of one class being elected each year to succeed the
directors of the same class whose term is expiring. Initially,
Class I will be up for election at the 2008 annual meeting of
stockholders, Class II at the 2009 annual meeting of
stockholders, and Class III at the 2010 annual meeting of
stockholders.If the number of directors is changed, any increase or decrease
shall be apportioned among the classes by the Board of Directors
so as to maintain the number of directors in each class as
nearly equal as is reasonably possible, and any additional
director of any class elected to fill a vacancy resulting from
an increase in such class shall hold office for a term that
shall coincide with the remaining term of that class. In no
case will a decrease in the number of directors shorten the term
of any incumbent director, even though such decrease may result
in an inequality of the classes until the expiration of such
term. A director shall hold office until the annual meeting of
stockholders of the Corporation in the year in which his or her
term expires and until his or her successor shall be elected and
qualified, subject, however, to prior death, resignation,
retirement or removal from office. Any director may resign at
any time effective on giving written notice to the Chairman of
the Board, the President, the Secretary or the Board of
Directors. Such notice may be given either in writing or by
means of electronic transmission. Directors may only be removed
for cause, except as otherwise provided by law, by the holders
of at least sixty-six and two-thirds percent (66 2/3%) of the
voting power of the shares entitled to vote generally in the
election of directors. Except as required by law or the
provisions of this Certificate of Incorporation, all vacancies
on the Board of Directors and newly-created directorships shall
be filled by the Board of Directors. Any director elected to
fill a vacancy not resulting from an increase in the number of
directors shall have the same remaining term as that of his or
her predecessor.Notwithstanding the foregoing, whenever the holders of any one
or more classes or series of Preferred Stock issued by the
Corporation shall have the right, voting separately by class or
series, to elect directors at an annual or special meeting of
stockholders, the election, term of office, filling of vacancies
and other features of such




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directorships, including whether such
directors so elected shall not be divided into classes pursuant
to this Article Tenth, shall, to the extent inconsistent with
this Article Tenth, be governed by the terms of the certificate
of designation applicable thereto.ELEVENTH:
    
    The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by the DGCL.
Any repeal or modification of this Article Eleventh by the
stockholders of the Corporation shall be prospective only and
shall not adversely affect any limitation on the personal
liability of a director of the Corporation existing at the time
of such repeal or modification.TWELFTH:
    
    The Corporation shall:
 (a)
    
    indemnify, to the fullest extent permitted by the DGCL, any
present or former director of the Corporation, and may indemnify
any present or former officer, employee or agent of the
Corporation selected by, and to the extent determined by, the
Board of Directors for indemnification, such selection and
determination to be evidenced by an indemnification agreement,
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation) by reason
of the fact that such person is or was a director, officer,
employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including
attorneys fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such persons
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which such person reasonably believed to be in
or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had
reasonable cause to believe that such persons conduct was
unlawful; and(b)
    
    indemnify any present or former director of the Corporation,




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and may indemnify any present or former officer, employee or
agent of the Corporation selected by, and to the extent
determined by, the Board of Directors for indemnification, such
selection and determination to be evidenced by an
indemnification agreement, who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation
to procure a judgment in its favor by reason of the fact that
such person is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in
or not opposed to the best interests of the Corporation and
except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the
extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper; and
 (c)
    
    indemnify any present or former director of the Corporation,
and may indemnify any present or former officer, employee or
agent of the Corporation selected by, and to the extent
determined by, the Board of Directors for indemnification, such
selection and determination to be evidenced by an
indemnification agreement against expenses (including attorneys
fees) actually and reasonably incurred by such person in
connection therewith, to the extent that a present or former
director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Section (a) or (b) of this
Article Twelfth, or in defense of any claim, issue or matter
therein; and(d)
    
    make any indemnification under Section (a) or (b) of this
Article Twelfth (unless ordered by a court) only as authorized
in the specific case upon a determination that indemnification
of the present or former director, officer, employee or agent of
the Corporation is proper in the circumstances because such
person has met the applicable standard of conduct set forth in




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Section (a) or (b) of this Article Twelfth. Such determination
shall be made, with respect to a person who is a director or
officer at the time of such determination; (1) by the Board of
Directors by a majority vote of directors who were not parties
to such action, suit or proceeding, even though less than a
quorum, or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum,
or (3) if there arc no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or
(4) by the stockholders of the Corporation; and
 (e)
    
    pay expenses (including attorneys fees) incurred by the
present or former director, officer, employee or agent of the
Corporation in defending a civil or criminal action, suit or
proceeding in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on
behalf of such person to repay such amount if it shall
ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in Article Twelfth
herein; and(f)
    
    not deem the indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of
Article Twelfth herein exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be
entitled under the By-laws, any agreement, any vote of
stockholders or disinterested directors or otherwise, both as to
action in such persons official capacity and as to action in
another capacity while holding such office or position; and(g)
    
    have the right, power and authority to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any
such capacity, or arising out of such persons status as such,
whether or not the Corporation would have the power to indemnify
such person against such liability under the provisions of
Article Twelfth herein; and(h)
    
    for purposes of this Article Twelfth, references to the
Corporation shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger that, if its separate existence had continued, would have




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had the power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is or
was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same position under this
Article Twelfth with respect to the resulting or surviving
corporation as such person would have with respect to such
constituent corporation if its separate existence had continued;
and
 (i)
    
    for purposes of this Article Twelfth, references to other
enterprises shall include employee benefit plans; references to
fines shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to serving
at the request of the Corporation shall include any service as
a director, officer, employee or agent of the Corporation that
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner such person reasonably believed to
be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner
not opposed to the best interests of the corporation as
referred to in this Article Twelfth; and(j)
    
    continue the indemnification and advancement of expenses
provided by, or granted pursuant to, Article Twelfth herein,
unless otherwise provided when authorized or ratified, as to a
person who has ceased to be a director, officer, employee or
agent of the Corporation and the indemnification and advancement
of expenses provided by, or granted pursuant to this Article
Twelfth shall inure to the benefit of the heirs, executors and
administrators of such a person;(k)
    
    notwithstanding the foregoing provisions and except as
required by the DGCL, not be obligated to indemnify or pay
expenses incurred by any person with respect to any threatened,
pending, or completed claims, suits or actions, whether civil,
criminal, administrative, investigative or otherwise
(Proceedings), initiated or brought voluntarily by such person
and not by way of defense (other than Proceedings brought to
establish or enforce a right to indemnification under the
provisions of this Article Twelfth, unless a court of competent
jurisdiction determines that each of the material assertions
made by such person in such Proceedings were not




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made in good
faith or were frivolous). The Corporation shall not be
obligated to indemnify such person for any amount paid in
settlement of a Proceeding covered hereby without the prior
written consent of the Corporation to such settlement; and
 (l)
    
    deem the provisions of this Article Twelfth to be a contract
between the Corporation and each director, or appropriately
designated officer, employee or agent, who serves in such
capacity at any time while this Article Twelfth is in effect,
and any repeal or modification of this Article Twelfth shall not
affect any rights or obligations then existing with respect to
any state of facts then or theretofore existing or any action,
suit or proceeding theretofore or thereafter brought or
threatened based in whole or in part upon such state of facts;
provided, however, that the provisions of this Article Twelfth
shall not be deemed to be a contract between the Corporation and
any directors, officers, employees or agents of any other
corporation (the Second Corporation) that shall merge into or
consolidate with the Corporation where the Corporation shall be
the surviving or resulting corporation, and any such directors,
officers, employees or agents of the Second Corporation shall be
indemnified to the extent required under the DGCL only at the
discretion of the Board of Directors.
 [Remainder of Page Intentionally Left Blank.
Signature Page to Follow.]




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DOLAN MEDIA COMPANYBy:
    
    /s/ Scott J. PolleiName: Scott J. PolleiIts: Chief Financial
Officer and Executive Vice President