**Exhibit 3.1**
**AMENDED AND RESTATED CERTIFICATE OF INCORPORATION**
**of**
**The viaLink Company**
(Pursuant to Section 242 and 245)
Pursuant to the provisions of Section 242 of the General Corporation Law of Delaware, asamended, the undersigned The viaLink Company, a Delaware corporation (the “Corporation”),hereby adopts this Amended and Restated Certificate of Incorporation (the “Certificate”) of theCorporation. This Certificate sets forth the provisions of the Certificate of Incorporation,originally filed with the Secretary of State of the State of Delaware (the “Secretary ofState”) on April 12, 1999, as amended by a Certificate of Amendment filed with the Secretary ofState of the State on June 7, 2000, an Amended and Restated Certificate of Incorporation filedwith the Secretary of State on August 22, 2002, and Certificates of Designations filed with theSecretary of State on February 7, 2001, November 6, 2001, December 27, 2001, and September 30,2002 (collectively the “Certificates of Designations”); and do hereby further restate,integrate, and amend the provisions of such original Certificate of Incorporation, as amended.
The amendment to the Certificate has been duly adopted, as required by law, by a vote of thestockholders of the Corporation at an annual meeting of stockholders duly held and called onMay 19, 2003. The number of shares voted for the amendment was sufficient for approval. ThisCertificate supersedes the original Certificate of Incorporation and all restatements,amendments, and supplements thereto.
ARTICLE I.
The name of this Corporation shall be The viaLink Company.
ARTICLE II.
The address of the registered office of the Corporation in the State of Delaware is 1209 OrangeStreet, City of Wilmington, County of New Castle, State of Delaware. The name of the registrantagent at that address is The Corporation Trust Company.
ARTICLE III.
The purpose of the Corporation is to engage in any lawful act or activity for whichcorporations may be organized under the Delaware General Corporation Law.
 

 

ARTICLE IV.
A. Authorized Shares. The aggregate number of shares that the Corporation shallhave authority to issue is 410,000,000, consisting of 400,000,000 shares of CommonStock, par value $0.001 per share, and 10,000,000 of Preferred Stock,par value $0.001per share.
B. Common Stock. Each share of Common Stock shall have one vote on each mattersubmitted to a vote of the stockholders of the Corporation. Subjectto the provisions ofapplicable law and the rights of the holders of the outstanding shares of Preferred Stock,the holders of shares of Common Stock shall be entitled to receive, when and as declared bythe Board of Directors of the Corporation, out of the assets of the Corporation legallyavailable therefor, dividends or other distributions, whether payable in cash, property orsecurities of the Corporation. The holders of shares of Common Stock shall be entitled toreceive, in proportion to the number of shares of Common Stock held, the net assets of theCorporation upon dissolution after any preferential amounts requiredto be paid or distributed to holders of outstanding shares of Preferred Stock, if any, are so paid ordistributed.
C. Preferred Stock. The Preferred Stock may be issued from time to time by the Boardof Directors as shares of one or more series. The description of shares of each additionalseries of Preferred Stock, including any designations, preferences, conversion and otherrights, voting powers, restrictions, limitations as to dividends, qualifications, and termsand conditions of redemption shall be as set forth in resolutions adopted by the Board ofDirectors. The Certificates of Designations are hereby incorporated by reference.
ARTICLE V.
The Board of Directors is expressly authorized, at any time, by adopting resolutionsproviding for the issuance of, or providing for a change in the number of, shares ofany particular series of Preferred Stock and, if and to the extent from time to timerequired by law, by filing certificates of amendment or designation which are effectivewithout stockholder action, to increase or decrease the number of shares included ineach series of Preferred Stock, but not below the number of shares then issued, and toset in any one or more respects the designations, preferences, conversion or otherrights, voting powers, restrictions, limitations as to dividends, qualifications, orterms and conditions of redemption relating to the shares of each such series. Theauthority of the Board of Directors with respect to each series of Preferred Stockshall include, but not be limited to, setting or changing the following:
a. the dividend rate, if any, on shares of such series, the times of payment and thedate from which dividends shall be accumulated, if dividends are to be cumulative;
b. whether the shares of such series shall be redeemable and, if so, theredemption price and the terms and conditions of such redemption;
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c. the obligation, if any, of the Corporation to redeem shares of such seriespursuant to a sinking fund;
d. whether shares of such series shall be convertible into, or exchangeable for, shares ofstock of any other class or classes and, if so, the terms and conditions of such conversionor exchange, including the price or prices or the rate or rates of conversion or exchangeand the terms of adjustment, if any;
e. whether the shares of such series shall have voting rights, in addition tothe voting rights provided by law, and, if so, the extent of such votingrights;
f. the rights of the shares of such series in the event of voluntary orinvoluntary liquidation, dissolution, or winding-up of the Corporation; and
g. any other relative rights, powers, preferences, qualifications, limitations,or restrictions thereof relating to such series.
ARTICLE VI.
The management of the business and the conduct of the affairs of the Corporation shallbe vested in its Board of Directors. The number of directors which shall constitute thewhole Board of Directors shall be fixed by, or in the manner providedin, the Bylaws ofthe Corporation.
ARTICLE VII.
A director of the Corporationshall not be personally liable to the Corporation orits stockholders for monetary damages for breach of fiduciary duty as a director,except for liability (i) for any breach of the director’s duty of loyalty to theCorporation or its stockholders, (ii) for acts or omissions not in good faith or whichinvolve intentional misconduct or a knowing violation of law, (iii) under Section 174of the Delaware General Corporation Law, or (iv) for any transaction from which thedirector derived any improper personal benefit. If the Delaware General Corporation Lawis amended after approval by the stockholders of this Article to authorize corporateaction further eliminating or limiting the personal liability of directors, then theliability of a director of the Corporation shall be eliminated or limited to thefullest extent permitted by the Delaware General Corporation Law as so amended.
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ARTICLE VIII.
Meetings of stockholders may be held within or without the State of Delaware, as theBylaws may provide. The books of the Corporation may be kept (subject to any provisioncontained in the statutes) outside the State of Delaware at such place or places as maybe designated from time to time by the Board of Directors or in the Bylaws of theCorporation.
ARTICLE IX.
Election of directors at an annual or special meeting of stockholders need not be by writtenballot unless the Bylaws of the Corporation shall so provide.
ARTICLE X.
A. Election of Directors. At each annual meeting of stockholders, directors of theCorporation shall be elected to hold office until the expiration of the term for which theyare elected and until their successors have been duly elected and qualified; except that ifany such election shall not be so held, such election shall take place at a stockholders’meeting called and held in accordance with the Delaware General Corporation Law. Thedirectors of the Corporation shall be divided into three classes as nearly equal in size asis practicable, hereby designated as Class I, Class II, and Class III. The term of office ofthe Class I directors shall expire at the 2003 annual meeting of stockholders, the term ofoffice of the Class II directors shall expire at the second succeeding annual meeting ofstockholders, and the term of office of the Class III directors shall expire at the thirdsucceeding annual meeting of stockholders. At each annual meeting directors to replace thoseof a Class whose terms expire at such annual meeting shall be elected to hold office untilthe third succeeding annual meeting and until their respective successors shall have beenduly elected and qualified. If the number of directors is hereafter changed, any newlycreated directorships or decrease in directorships shall be so apportioned among the classesas to make all classes as nearly equal in number as is practicable.
B. Vacancies. Any vacancy occurring on the Board of Directors for any reason may befilled by vote of a majority of the remaining members at a meeting of the Board ofDirectors, and the majority of the remaining directors shall constitute a quorum for suchmeeting. A person so elected by the Board of Directors to fill a vacancy shall hold officeuntil the next succeeding annual meeting of stockholders of the Corporation and until his orher successor shall have been duly elected and qualified.
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ARTICLE XI.
In furtherance and not in limitation of the powers conferred by statute, the Board ofDirectors is expressly authorized to make, alter, amend or repeal the Bylaws of theCorporation.
ARTICLE Xll.
Stockholders of the Corporation may not take action by written consent in lieu of ameeting but must take any actions at a duly called annual or special meeting.
ARTICLE XIII.
Notwithstanding any other provisions of this Certificate of Incorporation or anyprovision of law which might otherwise permit a lesser vote or no vote, but in additionto any affirmative vote of the holders of the capital stock required by law or thisCertificate of Incorporation, the affirmative vote of the holders of at least two-thirds(2/3) of the combined voting power of all of the then-outstanding shares of theCorporation entitled to vote shall be required to alter, amend or repeal Articles X, XIIor XIII or any provisions thereof.
ARTICLE XIV.
The Corporation reserves the right to amend, alter, change or repeal any provisioncontained in this Certificate of Incorporation, in the manner now or hereafterprescribed by statute, and all rights conferred on stockholders herein are grantedsubject to this reservation.     The viaLink Company    By: /s/ William P. Creasman       Secretary  
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