<PAGE>

Exhibit 3.1

                            CERTIFICATE OF INCORPORATION
                                         OF
                                     SBE, INC.


     The undersigned, a natural person (the "Sole Incorporator"), for the
purpose of organizing a corporation to conduct the business and promote the
purposes hereinafter stated, under the provisions and subject to the
requirements of the laws of the State of Delaware hereby certifies that:

                                          I.

     The name of this corporation is SBE, Inc.

                                         II.

     The address of the registered office of the corporation in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, and
the name of the registered agent of the corporation in the State of Delaware at
such address is the The Corporation Trust Company.

                                         III.

     The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
the State of Delaware.

                                         IV.

     A.   This corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock."  The total
number of shares which the corporation is authorized to issue is Twelve Million
(12,000,000) shares.  Ten Million (10,000,000) shares will be Common Stock, par
value $0.001 per share, and Two Million (2,000,000) shares will be Preferred
Stock, par value $0.001 per share.

     B.   The Preferred Stock may be issued from time to time in one or more 
series.  The Board of Directors is hereby authorized, by filing a certificate 
(a "Preferred Stock Designation") pursuant to the Delaware General 
Corporation Law, to fix or alter from time to time the designation, powers, 
preferences and rights of the shares of each such series and the 
qualifications, limitations or restrictions of any wholly unissued series of 
Preferred Stock, and to establish from time to time the number of shares 
constituting any such series or any of them; and to increase or decrease the 
number of shares of any series subsequent to the issuance of shares of that 
series, but not below the number of shares of such series then outstanding.  
In case the number of shares of any series is decreased in accordance with 
the foregoing sentence, the shares constituting such decrease will resume the 
status that they had prior to the adoption of the resolution originally 
fixing the number of shares of such series.

                                          V.

     For the management of the business and for the conduct of the affairs of 
the corporation, and in further definition, limitation and regulation of the 
powers of the corporation, of its directors and of its stockholders or any 
class thereof, as the case may be, it is further provided that:

                                        - 45 -
<PAGE>

     A.   (1)  The management of the business and the conduct of the affairs 
of the corporation will be vested in its Board of Directors.  The number of 
directors that will constitute the whole Board of Directors will be fixed 
exclusively by one or more resolutions adopted by the Board of Directors.

          (2)  Subject to the rights of the holders of any series of 
Preferred Stock to elect additional directors under specified circumstances, 
the directors will be divided into three classes designated as Class I, Class 
II and Class III, respectively. Directors will be assigned to each class in 
accordance with a resolution or resolutions adopted by the Board of 
Directors.  At the first annual meeting of stockholders following the 
adoption and filing of this Certificate of Incorporation, the term of office 
of the Class I directors will expire and Class I directors will be elected 
for a full term of three years.  At the second annual meeting of stockholders 
following the adoption and filing of this Certificate of Incorporation, the 
term of office of the Class II directors will expire and Class II directors 
will be elected for a full term of three years.  At the third annual meeting 
of stockholders following the adoption and filing of this Certificate of 
Incorporation, the term of office of the Class III directors will expire and 
Class III directors will be elected for a full term of three years.  At each 
succeeding annual meeting of stockholders, directors will be elected for a 
full term of three years to succeed the directors of the class whose terms 
expire at such annual meeting.  Notwithstanding the foregoing provisions of 
this Article, each director will serve until his or her successor is duly 
elected and qualified or until his or her death, resignation or removal. No 
decrease in the number of directors constituting the Board of Directors will 
shorten the term of any incumbent director.

          (3)  Subject to the rights of the holders of any series of 
Preferred Stock, no director will be removed without cause.  Subject to any 
limitations imposed by law, the Board of Directors or any individual director 
may be removed from office at any time with cause by the affirmative vote of 
the holders of sixty-six and two thirds percent (66K%) of the voting power of 
all the then-outstanding shares of voting stock of the corporation entitled 
to vote at an election of directors (the "Voting Stock").

          (4)  Subject to the rights of the holders of any series of 
Preferred Stock, any vacancies on the Board of Directors resulting from 
death, resignation, disqualification, removal or other causes and any newly 
created directorships resulting from any increase in the number of directors 
will, unless the Board of Directors determines by resolution that any such 
vacancies or newly created directorships will be filled by the stockholders, 
except as otherwise provided by law, be filled only by the affirmative vote 
of a majority of the directors then in office, even though less than a quorum 
of the Board of Directors, and not by the stockholders.  Any director elected 
in accordance with the preceding sentence will hold office for the remainder 
of the full term of the director for which the vacancy was created or 
occurred and until such director's successor has been elected and qualified.

          (5)  In the event that Section 2115(a) of the California 
Corporations Code is applicable to this corporation, then the following will 
apply:

               (a)  Every stockholder entitled to vote in any election of 
directors of this corporation may cumulate such stockholder's votes and give 
one candidate a number of votes equal to the number of directors to be 
elected multiplied by the number of votes to which the stockholder's shares 
are otherwise entitled, or distribute the stockholder's votes on the same 
principle among as many candidates as such stockholder thinks fit;

               (b)  No stockholder, however, may cumulate such stockholder's 
votes for one or more candidates unless (A) the names of such candidates have 
been properly placed in nomination, in

                                        - 46 -
<PAGE>

accordance with the Bylaws of the corporation, prior to the voting, (B) the 
stockholder has given advance notice to the corporation of the intention to 
cumulative votes pursuant to the Bylaws, and (C) the stockholder has given 
proper notice to the other stockholders at the meeting, prior to voting, of 
such stockholder's intention to cumulate such stockholder's votes; and

          (6)  If any stockholder has given proper notice, all stockholders 
may cumulate their votes for any candidates who have been properly placed in 
nomination. The candidates receiving the highest number of votes of the 
shares entitled to be voted for them up to the number of directors to be 
elected by such shares shall be declared elected.

     B.   (1)  Subject to paragraph (h) of Section 43 of the Bylaws, the 
Bylaws may be altered or amended or new Bylaws adopted by the affirmative 
vote of sixty-six and two thirds percent (66K%) of the then outstanding 
shares of the Voting Stock.  The Board of Directors will also have the power 
to adopt, amend, or repeal Bylaws.

          (2)  The directors of the corporation need not be elected by 
written ballot unless the Bylaws so provide.

          (3)  Following the filing with the Secretary of State of the State 
of Delaware of the Agreement and Plan of Merger effecting the merger between 
the corporation and SBE, Inc., a California corporation, no action will be 
taken by the stockholders of the corporation except at an annual or special 
meeting of stockholders called in accordance with the Bylaws.

          (4)  Special meetings of the stockholders of the corporation may be 
called, for any purpose or purposes, by (A) the Chairman of the Board of 
Directors, (B) the Chief Executive Officer, or (C) the Board of Directors 
pursuant to a resolution adopted by a majority of the total number of 
authorized directors (whether or not there exist any vacancies in previously 
authorized directorships at the time any such resolution is presented to the 
Board of Directors for adoption) or (D) by the holders of the shares entitled 
to cast not less than sixty-six and two thirds percent (66K%) of the votes at 
the meeting, and will be held at such place, on such date, and at such time 
as the Board of Directors fix therefor.

          (5)  Advance notice of stockholder nominations for the election of 
directors and of business to be brought by stockholders before any meeting of 
the stockholders of the corporation must be given in the manner provided in 
the Bylaws of the corporation.

                                         VI.

     A.   A director of the corporation will not be personally liable to the 
corporation or its stockholders for monetary damages for any breach of 
fiduciary duty as a director, except for liability (1) for any breach of the 
director's duty of loyalty to the corporation or its stockholders, (2) for 
acts or omissions not in good faith or that involve intentional misconduct or 
a knowing violation of law (3) under Section 174 of the Delaware General 
Corporation Law, or (4) for any transaction from which the director derived 
an improper personal benefit.  If the Delaware General Corporation Law is 
amended after approval by the stockholders of this Article to authorize 
corporate action further eliminating or limiting the personal liability of 
directors, then the liability of a director will be eliminated or limited to 
the fullest extent permitted by the Delaware General Corporation Law as so 
amended.

     B.   Any repeal or modification of this Article VI will be prospective 
and will not affect the rights under this Article VI in effect at the time of 
the alleged occurrence of any act or omission to act giving rise to liability 
or indemnification.

                                        - 47 -
<PAGE>

                                         VII.

     A.   The corporation reserves the right to amend, alter, change or 
repeal any provision contained in this Certificate of Incorporation, in the 
manner now or hereafter prescribed by statute, except as provided in 
paragraph B. of this Article VII, and all rights conferred upon the 
stockholders herein are granted subject to this reservation.

     B.   Notwithstanding any other provisions of this Certificate of 
Incorporation or any provision of law that might otherwise permit a lesser 
vote or no vote, but in addition to any affirmative vote of the holders of 
any particular class or series of the Voting Stock required by law, this 
Certificate of Incorporation or any Preferred Stock Designation, the 
affirmative vote of the holders of sixty-six and two thirds percent (66K%) of 
the then outstanding shares of the Voting Stock, voting together as a single 
class, will be required to alter, amend or repeal Articles V, VI, and VII.

                                        VIII.

     The name and the mailing address of the Sole Incorporator is as follows:

          NAME                                  MAILING ADDRESS

          JODIE M. BOURDET                      Cooley Godward LLP
                                                One Maritime Plaza, 20th Floor
                                                San Francisco, CA  94111-3580

     IN WITNESS WHEREOF, this Certificate has been subscribed this ____ day of
__________, 1997 by the undersigned, who affirms that the statements made herein
are true and correct.


                                              --------------------------------
                                              JODIE M. BOURDET
                                              Sole Incorporator


                                        - 48 -