<PAGE>
                                                                     EXHIBIT 3.1



                               ARTICLES OF MERGER
                                       OF
                          DELTA SOFTWARE SYSTEMS, INC.,
                            A TENNESSEE CORPORATION,
                                  WITH AND INTO
                          SCB COMPUTER TECHNOLOGY INC.,
                             A TENNESSEE CORPORATION


         Pursuant to the provisions of Section 48-21-107 of the Tennessee
Business Corporation Act, as amended (the "Act"), SCB Computer Technology, Inc.,
a Tennessee corporation ("Parent"), adopts the following Articles of Merger for
the purpose of merging Delta Software Systems, Inc., a Tennessee corporation and
wholly-owned subsidiary of Parent ("Subsidiary"), with and into Parent (the
"Merger"):

1.       The Plan of Merger is attached hereto as Exhibit A and incorporated
         herein by reference.

2.       As to Parent, the surviving corporation in the Merger, the Plan of
         Merger was duly adopted by its board of directors on September 10,
         2002.

3.       Pursuant to Section 48-21-105(c) of the Act, the approval of the
         shareholders of Parent is not required.

4.       Pursuant to Section 48-21-105(c) of the Act, neither the approval of
         the board of directors of Subsidiary nor the approval of the
         shareholders of Subsidiary is required to merge Subsidiary with and
         into Parent.

5.       These Articles of Merger shall become effective upon filing with the
         office of the Secretary of State for the State of Tennessee.

         IN WITNESS WHEREOF, Parent has caused these Articles of Merger to be
executed on its behalf on October 29, 2002.



                                         SCB COMPUTER TECHNOLOGY, INC.



                                         By:  /s/  T. Scott Cobb
                                            ------------------------------------
                                            T. Scott Cobb
                                            President and Chief Executive Office


<PAGE>



                                                                       EXHIBIT A

                                 PLAN OF MERGER


         This Plan of Merger (this "Plan") is made on October 29, 2002, by the
Board of Directors of SCB Computer Technology, Inc., a Tennessee corporation
("Parent"), in order to merge Delta Software Systems, Inc., a Tennessee
corporation and wholly-owned subsidiary of Parent ("Subsidiary"), with and into
Parent.

                                   ARTICLE ONE
                                    RECITALS

         Parent and Subsidiary desire to effect a statutory merger of Subsidiary
with and into Parent in the manner set forth herein (the "Merger") as evidenced
by the approval of the Board of Directors of Parent of the Merger and the terms
hereof. Both constituent corporations desire that the Merger be characterized as
a reorganization described in Section 368(a)(1) of the Internal Revenue Code of
1986, as amended.

                                   ARTICLE TWO
                                 MERGER PARTIES

         Section 2.1. Subsidiary. The name of the corporation proposing to merge
with and into Parent is Delta Software Systems, Inc., a Tennessee corporation
and wholly-owned subsidiary of Parent.

         Section 2.2. Parent. The name of the corporation with and into which
Subsidiary proposes to merge is SCB Computer Technology, Inc., a Tennessee
corporation owning all the outstanding voting shares of Subsidiary.

                                  ARTICLE THREE
                              TERMS, CONDITIONS AND
                            EFFECTIVE DATE OF MERGER

         Section 3.1. General. Upon the Effective Date (as hereinafter defined),
Subsidiary shall merge with and into Parent, which shall survive the Merger and
continue to be a corporation governed by the laws of the State of Tennessee, and
the separate existence of Subsidiary shall cease.

         Section 3.2. Effective Date. The Merger shall become effective upon
filing of the Articles of Merger to which this Plan is attached with the office
of the Secretary of State for the State of Tennessee (the "Effective Date").



<PAGE>


                                  ARTICLE FOUR
                   TREATMENT OF SHARES OF SUBSIDIARY IN MERGER

         Upon the Effective Date, all outstanding shares of common stock of
Subsidiary shall automatically and by operation of law be canceled and any
certificates evidencing ownership of such shares shall be void and of no effect.

                                  ARTICLE FIVE
                          CHARTER AND BYLAWS OF PARENT

         The Charter and the Bylaws of Parent shall remain the Charter and the
Bylaws of Parent following the Effective Date, unless and until the same shall
be amended or repealed in accordance with the provisions thereof.

                                   ARTICLE SIX
                             APPROVAL OF MERGER AND
                            TERMINATION BY SUBSIDIARY

         Section 6.1. Corporate Approval. This Plan has been fully and duly
approved by the Board of Directors of Parent in accordance with the Tennessee
Business Corporation Act.

         Section 6.2. Termination. At any time prior to the Effective Date, this
Plan may be abandoned by the Board of Directors of Parent. In the event of such
abandonment, this Plan shall become void, and neither Parent's nor Subsidiary's
shareholders, directors or officers shall be liable in respect to such
abandonment.

         IN WITNESS WHEREOF, this Plan is executed on behalf of Parent on the
date first set forth above.


                                        SCB COMPUTER TECHNOLOGY, INC.



                                        By: /s/ T. Scott Cobb
                                           ------------------------------------
                                           T. Scott Cobb
                                           President and Chief Executive Officer



<PAGE>


                               ARTICLES OF MERGER
                                       OF
                             PARTNERS CAPITAL GROUP,
                            A CALIFORNIA CORPORATION,
                                  WITH AND INTO
                         SCB COMPUTER TECHNOLOGY, INC.,
                             A TENNESSEE CORPORATION


         Pursuant to the provisions of Section 48-21-107 of the Tennessee
Business Corporation Act, as amended (the "Act"), SCB Computer Technology, Inc.,
a Tennessee corporation ("Parent"), adopts the following Articles of Merger for
the purpose of merging Partners Capital Group, a California corporation and
wholly-owned subsidiary of Parent ("Subsidiary"), with and into Parent (the
"Merger"):

1.       The Plan of Merger is attached hereto as Exhibit A and incorporated
         herein by reference.

2.       As to Parent, the surviving corporation in the Merger, the Plan of
         Merger was duly adopted by its board of directors on June 20, 2002.

3.       Pursuant to Section 48-21-105(c) of the Act, the approval of the
         shareholders of Parent is not required to merge Subsidiary with and
         into Parent.

4.       Pursuant to Sections 1110(a) and (h) of Chapter 11 of the California
         General Corporation Law, neither the approval of the board of directors
         of Subsidiary nor the approval of the shareholders of Subsidiary is
         required to merge Subsidiary with and into Parent.

5.       As to Subsidiary, the Plan of Merger and the performance of its terms
         were duly authorized by all action required by the applicable
         provisions of Chapter 11 of the California General Corporation Law and
         Section 23334 of the California Revenue and Taxation Code and by the
         articles of incorporation of Subsidiary.

6.       These Articles of Merger shall become effective upon filing with the
         office of the Secretary of State for the State of Tennessee.

         IN WITNESS WHEREOF, Parent has caused these Articles of Merger to be
executed on its behalf on November 18, 2002.

                                       SCB COMPUTER TECHNOLOGY, INC.



                                       By:   /s/ T. Scott Cobb
                                          --------------------------------------
                                           T. Scott Cobb
                                           President and Chief Executive Officer


<PAGE>


                                                                       EXHIBIT A

                                 PLAN OF MERGER


         This Plan of Merger (this "Plan") is made on November 18, 2002, by the
Board of Directors of SCB Computer Technology, Inc., a Tennessee corporation
("Parent"), in order to merge Partners Capital Group, a California corporation
and wholly owned subsidiary of Parent ("Subsidiary), with and into Parent.

                                   ARTICLE ONE
                                    RECITALS

         Parent and Subsidiary desire to effect a statutory merger of Subsidiary
with and into Parent in the manner set forth herein (the "Merger") as evidenced
by the approval of the Board of Directors of Parent of the Merger and the terms
hereof. Both constituent corporations desire that the Merger be characterized as
a reorganization described in Section 368(a)(1) of the Internal Revenue Code of
1986, as amended.

                                   ARTICLE TWO
                                 MERGER PARTIES

         Section 2.1. Subsidiary. The name of the corporation proposing to merge
with and into Parent is Partners Capital Group, a California corporation and
wholly owned subsidiary of Parent.

         Section 2.2. Parent. The name of the corporation with and into which
Subsidiary proposes to merge is SCB Computer Technology, Inc., a Tennessee
corporation owning all the outstanding voting shares of Subsidiary.

                                  ARTICLE THREE
                              TERMS, CONDITIONS AND
                            EFFECTIVE DATE OF MERGER

         Section 3.1. General. Upon the Effective Date (as hereinafter defined),
Subsidiary shall merge with and into Parent, which shall survive the Merger and
continue to be a corporation governed by the laws of the State of Tennessee, and
the separate existence of Subsidiary shall cease.

         Section 3.2. Parent. Parent shall assume all the liabilities of
Subsidiary.

         Section 3.3. Effective Date. The Merger shall become effective upon
filing of the Articles of Merger to which this Plan is attached with the office
of the Secretary of State for the State of Tennessee (the "Effective Date").



<PAGE>


                                  ARTICLE FOUR
                   TREATMENT OF SHARES OF SUBSIDIARY IN MERGER

         Upon the Effective Date, all outstanding shares of common stock of
Subsidiary shall automatically and by operation of law be canceled and any
certificates evidencing ownership of such shares shall be void and of no effect.

                                  ARTICLE FIVE
                          CHARTER AND BYLAWS OF PARENT

         The Charter and the Bylaws of Parent shall remain the Charter and the
Bylaws of Parent following the Effective Date, unless and until the same shall
be amended or repealed in accordance with the provisions thereof.

                                   ARTICLE SIX
                             APPROVAL OF MERGER AND
                            TERMINATION BY SUBSIDIARY

         Section 6.1. Corporate Approval. This Plan has been fully and duly
approved by the Board of Directors of Parent in accordance with the Tennessee
Business Corporation Act.

         Section 6.2. Termination. At any time prior to the Effective Date, this
Plan may be abandoned by the Board of Directors of Parent. In the event of such
abandonment, this Plan shall become void, and neither Parent's nor Subsidiary's
shareholders, directors or officers shall be liable in respect to such
abandonment.

         IN WITNESS WHEREOF, this Plan is executed on behalf of Parent on the
date first set forth above.


                                       SCB COMPUTER TECHNOLOGY, INC.




                                       By:  /s/  T. Scott Cobb
                                           -------------------------------------
                                           T. Scott Cobb
                                           President and Chief Executive Officer