<PAGE>

                                                                     EXHIBIT 3.1


                               ARTICLES OF MERGER
                                       OF
                          SCB SOFTWARE SERVICES, 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 SCB Software Services, 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 June 26, 2001.

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 June 26, 2001.


                                       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 June 26, 2001, by the Board
of Directors of SCB Computer Technology, Inc., a Tennessee corporation
("Parent"), in order to merge SCB Software Services, 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 SCB Software Services, 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").

                                  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.



<PAGE>


                                  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



                                       2


<PAGE>

                               ARTICLES OF MERGER
                                       OF
                            PROVEN TECHNOLOGY, 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 Proven Technology, 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 June 26, 2001.

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 June 26, 2001.


                                       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 June 26, 2001, by the Board
of Directors of SCB Computer Technology, Inc., a Tennessee corporation
("Parent"), in order to merge Proven Technology, 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 Proven Technology, 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").

                                  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.


<PAGE>


                                  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


                                       2



<PAGE>

                            ARTICLES OF AMENDMENT TO
                         AMENDED AND RESTATED CHARTER OF
                          SCB COMPUTER TECHNOLOGY, INC.


       In accordance with the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, as amended, SCB Computer Technology, Inc., a Tennessee
corporation (the "Company"), adopts the following Articles of Amendment to its
Amended and Restated Charter, as amended (the "Charter"):

1.       The name of the Company is SCB Computer Technology, Inc.

2.       Section 9 of the Charter is hereby amended by deleting the existing
         text and adding the following language in lieu thereof (the
         "Amendment"):

                  "9. All corporate powers shall be exercised by or under the
         authority of, and the business and affairs of the corporation shall be
         managed under the direction of, a Board of Directors consisting of not
         less than three nor more than nine directors, the exact number of
         directors to be determined in the manner provided in the Bylaws of the
         corporation.

                  "The directors, other than those who may be elected by the
         holders of any series of Preferred Stock, shall be classified with
         respect to the time for which they severally hold office into three
         classes, as nearly equal in number as reasonably possible, designated
         as Class I, Class II, and Class III. The directors initially elected to
         Class I shall hold office for a term expiring at the annual meeting of
         shareholders to be held in 2002, the directors initially elected to
         Class II shall hold office for a term expiring at the annual meeting of
         shareholders to be held in 2003, and the directors initially elected to
         Class III shall hold office for a term expiring at the annual meeting
         of shareholders to be held in 2004. At each successive annual meeting
         of shareholders of the corporation beginning in 2002, the successors of
         the class of directors whose terms expire at that meeting will be
         elected to hold office for a term expiring at the corporation's third
         annual meeting of shareholders held after their election. In each case,
         the directors shall hold office until their respective successors are
         elected and qualified, subject to their prior death, resignation,
         retirement, disqualification, or removal from office.

                  "Any director may be removed from office but only for cause
         and only by (a) the affirmative vote of the holders of a majority of
         the voting power of the shares entitled to vote for the election of
         directors, considered for this purpose as one class, unless a vote of a
         special voting group is otherwise required by law, or (b) the
         affirmative vote of a majority of the entire Board of Directors then in
         office.

                  "Any vacancy on the Board of Directors, including a vacancy
         that results from an increase in the number of directors or a vacancy
         that results from the removal of a director with or without cause,
         shall be filled either by the Board of Directors or the shareholders.
         Any person so elected to fill a vacancy on the Board of Directors shall
         hold office for a term expiring at the annual meeting of shareholders
         at which the term of office of the class to which such director has
         been elected expires and until such director's successor shall have
         been duly elected and qualified.


<PAGE>


                  "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 shareholders, the
         election, term of office, filling of vacancies, and other features of
         such directorships shall be governed by the terms of this Charter
         applicable thereto."

         Except as amended hereby, the Charter shall remain in full force and
         effect.

3.       The Amendment was duly adopted by the board of directors of the Company
         on June 26, 2001, and by the shareholders of the Company on September
         20, 2001.

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

         IN WITNESS WHEREOF, the Company has caused these Articles of Amendment
to be executed on its behalf on September 20, 2001.


                                       SCB COMPUTER TECHNOLOGY, INC.




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





                                       2