Exhibit 3.1




RESTATED
  CERTIFICATE
OF INCORPORATION
  OF
  WILHELMINA
INTERNATIONAL, INC.
 
 Pursuant
to Section 245 of the
 General
Corporation Law of the State of Delaware
 ______________________________________________________
  WILHELMINA
INTERNATIONAL, INC., a corporation organized and existing under the laws of the
State of Delaware (the “Corporation”), hereby certifies as follows:
  1.
              The
      name of the Corporation is “Wilhelmina International,
  Inc.”
  2.
              The
      Corporation was originally incorporated under the name “Billing
      Information Concepts, Inc.”
  3.
              The
      date of the filing of the Corporation’s original Certificate of
      Incorporation with the Secretary of State of the State of Delaware was
      April 26, 1996.
  4.
              This
      Restated Certificate of Incorporation has been duly adopted by the Board
      of Directors of the Corporation in accordance with Section 245 of the
      General Corporation Law of the State of Delaware.  This Restated
      Certificate of Incorporation only restates and integrates and does not
      further amend the provisions of the Corporation’s certificate of
      incorporation as theretofore amended or supplemented, and there is no
      discrepancy between those provisions and the provisions of this Restated
      Certificate of Incorporation.
  5.
              The
      text of the Corporation’s Certificate of Incorporation is hereby restated
      to read as herein set forth in
full.
  ______________________________________________________
  ARTICLE
I.
  NAME
  The name
of the corporation (the “corporation”) is WILHELMINA INTERNATIONAL,
INC.
  ARTICLE
II.
  ADDRESS
OF REGISTERED OFFICE, NAME OF REGISTERED AGENT
  The
address, including street, number, city and county, of the registered office of
the corporation in the State of Delaware is 9 East Loockerman Street, City of
Dover 19901, County of Kent; and the name of the registered agent of the
corporation in the State of Delaware at such address is National Registered
Agents, Inc.
  
  ARTICLE
III.
  PURPOSE
AND POWERS
  The
purpose of the corporation is to engage in any lawful act or activity for which
a corporation may now or hereafter be organized under the Delaware General
Corporation Law.  It shall have all powers that may now or hereafter
be lawful for a corporation to exercise under the Delaware General Corporation
Law.
  ARTICLE
IV.
  CAPITAL
STOCK
  4.1           Total Number of Shares of
Stock.  The total number of shares of all classes of stock that
the corporation shall have authority to issue is two hundred sixty million
(260,000,000).  Of such shares, (i) two hundred fifty million
(250,000,000) shall be common stock, par value $0.01 per share (“Common Stock”),
and (ii) ten million (10,000,000) shall be preferred stock, par value $0.01 per
share (“Preferred Stock”).
  4.2           Preferred
Stock.Preferred Stock may be issued in one or more
series.  To the fullest extent permitted by law, the board of
directors shall have the authority, by resolution, to create and issue such
series of Preferred Stock and to fix with respect to any such series the number
of shares of Preferred Stock comprising such series and the powers,
designations, preferences and rights (and the qualifications, limitations and
restrictions thereof) of the shares, of such series including, without
limitation, the following:
  (a)           the
number of shares constituting that series and the distinctive designation of
that series;
  (b)           the
dividend rate of the shares of that series, whether dividends shall be
cumulative, and, if so, from which date or dates, and the relative rights of
priority, if any, of payment of dividends on shares of that series;
  (c)           whether
that series shall have voting rights, in addition to the voting rights provided
by law, and, if so, the terms of such voting rights;
  (d)           whether
that series shall have conversion privileges, and, if so, the terms and
conditions of such conversion, including provision for adjustment of the
conversion rate in such events as the board of directors shall
determine;
  (e)           whether
or not the shares of such series shall be redeemable, and, if so, the terms and
conditions of such redemptions, including the date or dates upon or after which
they shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and at different
redemption dates;
  
  (f)           whether
that series shall have a sinking fund for the redemption or purchase of shares
of that series, and, if so, the terms and amount of such sinking
fund;
  (g)           the
rights of the shares of that series in the event of voluntary liquidation,
dissolution or winding up of the corporation, and relative rights of priority,
if any, of payments of such shares of that series; and
  (h)           any
other relative rights, preferences and limitations of that series.
  4.3           Common Stock.The
shares of Common Stock of the corporation shall be identical in all respects and
shall have equal rights and privileges.  The holders of Common Stock
shall have one vote per share of Common Stock on all matters on which holders of
Common Stock are entitled to vote.
  4.4           No Preemptive
Rights.No holder of stock of any class of the corporation,
whether now or hereafter authorized or issued, shall be entitled as such, as a
matter of right, to subscribe for or purchase any part of any new or additional
issue of stock of any class whatsoever, or of any securities convertible into
stock of any class, or any character or to which are attached or with which are
issued warrants or rights to purchase any such stock, whether now or hereafter
authorized, issued or sold, or whether issued for money, property or services,
or by way of dividend or otherwise, or any right or subscription to any thereof,
other than such, if any, as the board of directors in its direction may from
time to time fix, pursuant to authority hereby conferred upon it; and any shares
of stock or convertible obligations with warrants or rights to purchase any such
stock, which the board of directors may determine to offer for subscription, may
be sold without being first offered to any of the holders of the stock of the
corporation of any class or classes or may, as such board of directors shall
determine, be offered to holders of any class or classes of stock exclusively or
to the holders of all classes of stock, and if offered to more than one class of
stock, in such proportions as between such classes of stock as the board of
directors, in its discretion, may determine.
  ARTICLE
V.
  PLACE
OF BOOKS AND RECORDS;
 STOCKHOLDER
INSPECTION RIGHTS
  5.1           Place of Books and
Records.The stockholders and directors shall have power to
hold their meetings and keep the books, documents and papers of the corporation
outside the State of Delaware, at such places as may be from time to time
designated by the Bylaws or by resolution of the stockholders or
directors.
  5.2           Stockholder Inspection
Rights.The Bylaws shall determine whether and to what extent
the accounts and books of this corporation, or any of them, shall be open to the
inspection of the stockholders; and no stockholder shall have any right of
inspecting any account, book, or document of this corporation, except as
conferred by law or the Bylaws, or by resolution of the stockholders or
directors.
  
  ARTICLE
VI.
  EXISTENCE
  The
corporation is to have perpetual existence.
  ARTICLE
VII.
  LIMITED
LIABILITY OF SHAREHOLDERS
  The
private property of the stockholders shall not be subject to the payment of the
corporate debts to any extent whatsoever.
  ARTICLE
VIII.
  BOARD
OF DIRECTORS
  8.1           Number of
Directors.Except as otherwise fixed by or pursuant to the
provisions of Article IV hereof relating to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect additional directors under specified
circumstances, the number of the directors of the corporation shall be fixed
from time to time by or pursuant to the Bylaws of the corporation.
  8.2           Annual Election of Board of
Directors.  Directors shall be elected at each annual meeting
of stockholders of the corporation and each director shall hold office until the
annual meeting of stockholders next succeeding said director’s election, and
until said director’s successor is elected and qualified, or until the earlier
of said director’s death, resignation or removal.
  8.3           Advance Notice of Stockholder
Nominations.Advance notice of stockholder nominations for the
election of directors shall be given in the manner provided in the Bylaws of the
corporation.
  8.4           Increase in Number of Directors;
Vacancies.Except as otherwise provided for or fixed by or
pursuant to the provisions of Article IV hereof relating to the rights of the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect directors under specified
circumstances, newly created directorships resulting from any increase in the
number of directors and any vacancies on the board of directors resulting from
death, resignation, disqualification, removal or other cause shall be filled by
the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the board of directors.  Any
directors elected in accordance with the preceding sentence shall hold office
for the remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director’s
successor shall have been elected and qualified.  No decrease in the
number of directors constituting the board of directors shall shorten the term
of any incumbent director.
  8.5           Removal of
Directors.Subject to the rights of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect directors under specified circumstances, any director may
be removed from office, with or without cause and only by the affirmative vote
of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the
power of all the shares of the corporation entitled to vote generally in the
election of directors, voting together as a single class.
  
  8.6           Amendment of Article
VIII.Notwithstanding anything contained in this Amended and
Restated Certificate of Incorporation to the contrary, the affirmative vote of
the holders of at least sixty-six and two-thirds percent voting (66 2/3%) of the
voting power of all the shares of the corporation entitled to vote generally in
the election of directors, voting together as a single class, shall be required
to alter, amend or adopt any provisions inconsistent with or repeal this Article
VIII.
  8.7           Written
Ballots.Election of directors need not be by written ballot
unless the Bylaws of the corporation shall so provide.
  ARTICLE
IX.
  COMPROMISE
  Whenever
a compromise or arrangement is proposed between this corporation or its
creditors or any class of them and/or between this 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 this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of the Delaware General Corporation Law or on the application of
trustees in dissolution or of any receiver or receivers appointed for this
corporation under the provisions of Section 279 of the Delaware General
Corporation Law, order a meeting of the creditors or class of creditors, and/or
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs.  If a
majority in number representing seventy five percent (75%) in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agrees to any compromise
or arrangement and to any reorganization of this corporation as 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 this corporation, as the case
may be, and also on this corporation.
  ARTICLE
X.
  TRANSACTIONS
WITH OFFICERS AND DIRECTORS
  The
corporation may enter into contracts or transact business with one or more of
its officers or directors, or with any firms of which one or more of its
directors is a member, or may invest its funds in the securities of and may
enter into contracts, or transact business with any corporation or association
in which any one or more of its officers or directors is a stockholder, officer
or director, and in the absence of bad faith, or unfair dealing, such contract
or transaction or investment shall not be invalidated or to any extent affected
by the fact that any such officer or officers or any such director or directors
has or may have interests that are or might be adverse to the interests of the
corporation, provided that the remaining directors are sufficient in number to
ratify and approve the transaction.
  
  ARTICLE
XI.
  INDEMNIFICATION
  Every
director, officer or employee of the corporation shall be indemnified by the
corporation against all expenses and liabilities, including counsel fees,
reasonably incurred by or imposed upon him in connection with any proceeding to
which he may be made a party, or in which he may become involved, by reason of
his being or having been a director, officer or employee of the corporation, or
any settlement thereof, whether or not he is a director, officer or employee at
the time such expenses are incurred or liability incurred, except in such cases
where the director, officer or employee is adjudged guilty of willful
misfeasance or malfeasance in the performance of his duties; provided that in
the event of a settlement the indemnification herein shall apply only when the
board of directors approves such settlement and reimbursement as being for the
best interests of the corporation.  The foregoing right of
indemnification shall be in addition to and not exclusive of all other rights to
which such director, officer or employee may be entitled.
  ARTICLE
XII.
  REQUIRED
VOTE FOR CERTAIN TRANSACTIONS
  The
affirmative vote of the holders of shares representing not less than sixty-six
and two-thirds percent (66 2/3%) of the voting power of the corporation shall be
required for the approval of any proposal for the corporation to reorganize,
merge, or consolidate with any other corporation, or sell, lease, or exchange
substantially all of its assets or business.  The amendment,
alteration or repeal of this Article XII, or any portion hereof, shall require
the approval of the holders of shares representing at least sixty-six and
two-thirds percent (66 2/3%) of the voting power of the
corporation.
  ARTICLE
XIII.
  LIMITATION
ON STOCKHOLDER ACTION BY WRITTEN CONSENT
  Notwithstanding
the provisions of Article XII, any action required or permitted to be taken by
the stockholders of the corporation must be effected at a duly called annual or
special meeting of such holders and may not be effected by any consent in
writing by such holders, except that an amendment to this Certificate of
Incorporation in order to change the name of the corporation may be approved
without a meeting, by consent in writing of the holders of the outstanding stock
of the corporation having not less than the minimum number of votes that would
be necessary to approve such amendment at a meeting at which all shares entitled
to vote thereon were present and voted pursuant to the provisions of Section 228
of the Delaware General Corporation Law.  Except as otherwise required
by law and subject to the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation,
special meetings of stockholders of the corporation may be called only by the
board of directors pursuant to a resolution approved by a majority of the entire
board of directors.  Notwithstanding anything contained in this
Amended and Restated Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least sixty-six and two-thirds percent
entitled to vote (66 2/3%) of the voting power of all the shares of the
corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to alter, amend or adopt any
provision inconsistent with or repeal this Article XIII.
  
  ARTICLE
XIV.
  AMENDMENTS
  14.1           Certificate of
Incorporation.This corporation reserves the right to amend,
alter, change or repeal any provision contained in this Restated Certificate of
Incorporation, in the manner now or hereafter set forth herein or, in the
absence of specific provision herein, in the manner prescribed in the statutes
of the State of Delaware, and all rights conferred on officers, directors and
stockholders herein are granted subject to this reservation.
  14.2           Amendment of
Bylaws.The board of directors shall have power to make,
alter, amend and repeal the Bylaws of the corporation (except insofar as the
Bylaws of the corporation adopted by the stockholders shall otherwise
provide).  Any Bylaws made by the directors under the powers conferred
hereby may be altered, amended or repealed by the directors or by the
stockholders.  Notwithstanding the foregoing and anything contained in
this Amended and Restated 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 all the shares of the corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to alter, amend or adopt any provision inconsistent with or repeal
this Article XIV.
  ARTICLE
XV.
  LIMITATION
ON LIABILITY OF DIRECTORS
  No person
shall be personally liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director; provided, however, that the
foregoing shall not eliminate or limit the liability of a director (i) for any
breach of the director’s duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.  If the Delaware
General Corporation Law is amended hereafter to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so
amended.  Any amendment, repeal or modification of this Article XV
shall not adversely affect any right or protection of a director of the
corporation existing hereunder with respect to any act or omission occurring
prior to such amendment, repeal or modification.
  
  ARTICLE
XVI.
  SEVERABILITY
  In the
event that any of the provisions of this Amended and Restated Certificate of
Incorporation (including any provision within a single section, paragraph or
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions are severable and shall remain
enforceable to the full extent permitted by law.
  IN
WITNESS WHEREOF, this Restated Certificate of Incorporation is executed on
behalf of the Corporation by its Chief Financial Officer and attested by its
Secretary this 15th day of
April, 2009.
  WILHELMINA
      INTERNATIONAL, INC.By:
                /s/
      John MurrayName:
      John MurrayTitle:
      Chief Financial Officer
 
 Attest:/s/
      Evan StoneName:
      Evan StoneTitle:  Secretary