Exhibit 3.1RESTATED CERTIFICATGE OF INCORPORATIONOFACCESS PLANS USA, INC.Access Plans USA, Inc., an Oklahoma corporation (this “Corporation”) does hereby certify that. 1. This Corporation hereby restates its Certificate of Incorporation pursuant to Section1080C of the Oklahoma General Corporation Act.  2. This Corporation was incorporated on April 16, 1996 under the name “Precis Smart CardSystems, Inc. and amended and supplemented its Certificate of Incorporation on December 1and December 7, 2000, and on June 18, 2001to change its name to Precis, Inc. ThisCorporation amended and restated its Certificate of Incorporation on June 18, 2001 andamended it on January 30, 2007 to change its name to Access Plans USA, Inc.  3. This Amended and Restated Certificate of Incorporation only restates and integratesand does not further amend the provisions of this Corporation’s Certificate ofIncorporation as up to the date and time hereof as previously amended or supplemented, andthat there is no discrepancy between those provisions and the provisions of this RestatedCertificate of Incorporation, except as permitted pursuant to Section 1080C of theOklahoma General Corporation Act.  4. This Corporation’s Certificate of Incorporated is restated as follows:    FIRST: The name of this Corporation is: Access Plans USA, Inc.    SECOND: The address, including the street, number, city and county, of this Corporation’sregistered office in the State of Oklahoma is c/o Corporation Service Company, 115 S. W.89th Street, Oklahoma City, Oklahoma County, Oklahoma 73139-8511.    THIRD: The nature of business and the purpose of this Corporation shall be to engage inany lawful act or activity for which a corporation may be organized under the generalcorporation law of Oklahoma.    FOURTH: The total number of shares of capital stock which this Corporation shall haveauthority to issue is 102,000,000 shares, divided into 100,000,000 shares designated asCommon Stock, par value $.01 per share, and 2,000,000 shares designated as Preferred Stock,par value $1.00 per share.    The preferences, qualifications, limitations, restrictions and the special orrelative rights in respect of the shares of each class are as follows:
 

 
   Preferred    The board of directors is authorized, subject to limitations prescribed by law and theprovisions hereof, to provide for the issuance of the shares of Preferred Stock in series,and by filing a certificate pursuant to the applicable law of the State of Oklahoma, toestablish form time to time the number of shares to be included in each such series, and tofix the designation, powers, preferences and rights of the shares of each such series andthe qualifications, limitations or restrictions thereof.    The authority of the board with respect to each series shall include but not be limited to,determination of the following:         (a) The number of shares constituting the series and the distinctive designation ofthat series;         (b) The dividend rate on the shares of that series, whether dividends shall becumulative, and if so, from which date or dates, and the rights of priority, if any, ofpayment of dividends on shares of that series;         (c) Whether that series shall have voting right, in addition to the voting rightsprovided by law, and if so, the terms of such voting rights;         (d) Whether that series shall have conversion privileges, and if so, the terms andconditions of such conversion, including provisions for adjustment of the conversion ratein such events as the board shall determine;         (e) Whether or not shares shall be redeemable, and if so, the terms and conditions ofsuch redemption, 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 withdifferent conditions and at different redemption dates;         (f) Whether that series shall have a sinking fund for redemption or purchase of sharesof the 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 any voluntary orinvoluntary liquidation, dissolution or winding up of the affairs of this Corporation, andthe relative rights of priority, if any, of payment of shares of that series; and         (f) Any other relative rights, preferences or limitations of that series.
 

 
   Dividends on outstanding shares of Preferred Stock shall be paid or set apart for paymentbefore any dividends shall be paid or declared or set apart for payment on the common shares with respect to the same dividend period.    If upon voluntary or involuntary liquidation, dissolution or wind up of this Corporationthe assets available for distribution to holders of shares of Preferred Stock of all seriesshall be insufficient to pay such holders the full preferential amount to which they areentitled, then such assets shall be distributed ratable amount the shares of all series inaccordance with the respective preferential amounts (including unpaid cumulative dividends,if any) payable with respect thereto.    Common    Each of the shares of the Common Stock of this Corporation shall be equal in allrespects to each other share. The holders of shares of Common Stock shall beentitled to one vote for each share of Common Stock held with respect to allmatters as to which the Common Stock is entitled to be voted.    Subject to the preferential and other dividend rights applicable to PreferredStock, the holders of shares of Common Stock shall be entitled to receive suchdividends (payable in cash, stock or otherwise) as may be declared on the CommonStock by the board of directors at any time or from time to time out of any fundslegally available therefor.    In the event of any voluntary or involuntary liquidation, dissolution or windingup of this Corporation, after distribution in full of the preferential and/orother amounts to be distributed to the holders of shares of Preferred Stock, theholders of shares of Common Stock shall be entitled to receive all of theremaining assets of this Corporation available for distribution to itsshareholders, ratably in proportion to the number of shares of Common Stock heldby them.    FIFTH: Omitted.    SIXTH: For the management of the business and for the conduct of the affairs of thisCorporation, and in further definition, limitation and regulation of the powers of thisCorporation, its directors and its stockholders or any class thereof, as the case may be,it is further provided that: (a) Election of directors need not be by written ballot.  (b) Prior to receipt of any payment for any of this Corporation’s stock,the by-laws of this Corporation shall be adopted, amended or repealed by the
 

 
   incorporator. Thereafter, the power to adopt, amend or repeal the by-laws isconferred on the board of directors.   SEVENTH: To the fullest extent permitted by the Oklahoma General Corporation Act as thesame exists or may hereafter be amended, a director of this Corporation shall not bepersonally liable to this Corporation or its stockholders for monetary damages for breachof fiduciary duty as a director.    EIGHTH: This Corporation elects that the Control Share Acquisition Act as set forth inSection 1145 through 1155 of Title 18 of the Oklahoma Statutes shall not apply to thisCorporation. Furthermore, this Corporation elects not to be governed by Section 1090.3 ofTitle 18 of the Oklahoma Statutes.IN WITNESS WHEREOF, this Corporation has caused this Restated Certificate of Incorporation to besigned by its Chief Executive officer and attested by its Secretary this 27th day of March, 2007.           ACCESS PLANS USA, INC.                      By: /s/ Eliseo Ruiz III               Eliseo Ruiz III        Vice President  ATTEST:       By: /s/ Karen L. Robb           Karen L. Robb      Assistant Secretary