**Exhibit3.1**

 
| 212295-88 |   | ARTICLES OF INCORPORATIONOFTHRUSTMASTER, INC. |   | FILEDIN THE OFFICE OF THE SECRETARYOF THE STATE OF OREGON  JUL 31 1990  CORPORATION DIVISION |
|-----------|--------|----------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------|

 

The undersigned natural person of the age of twenty-one years or more,acting as incorporator under the Oregon Business Corporation Act, adopts thefollowing Articles of Incorporation:

 

**ARTICLE I**

 

The name of the Corporation is Thrustmaster, Inc. and its durationshall be perpetual.

 

**ARTICLE II**

 

The purpose for which the Corporation is organized to engage in anylawful activity for which corporations may be organized under ORS Chapter 60.

 

**ARTICLE III**

 

The aggregate number of shares which the corporation shall haveauthority to issue is 1,000 shares, no par value, of common stock.

 

**ARTICLE IV**

 

The street address of the initial registered office of the Corporationis 111 S.W. Fifth Avenue, Suite 2100, Portland, Oregon, 97204, and the name ofthe initial registered agent at such address is H. Paul Montgomery.

 

**ARTICLE V**

 

The mailing address to which the Corporation Division may mail noticesis 111 S.W. Fifth Avenue, Suite 2100, Portland, Oregon, 97204

 

**ARTICLE VI**

 

The number of the directors constituting the initial Board of Directorsof the Corporation is four (4) and the names and addresses of each personwho is to serve as an initial director until the first annual meeting ofshareholders or until their successors are elected and shall qualify are:

 

 

Milton R. Smith

2200 S.W. Scenic Drive

Portland, Oregon 97225

 

 

Robert L. Carter

27711 S.E. Haley Road

Boring, Oregon 97009

----

 

C. Norman Winningstad

Rt. 1 Box 575

Beaverton, Oregon 97005

 

 

Gerry Pratt

3115 S.E. Silver Springs Drive

Vancouver, Washington 98684

 

**ARTICLE VII**

 

The name and address of the incorporator is:

 

 

Timothy J. Heinson

Acker, Underwood, Norwood & Hiefield

111 S.W. Fifth Avenue, Suite 2100

Portland, Oregon 97204

 

**ARTICLE VIII**

 

The regulation of the internal affairs of the Corporation shall bedetermined by the Bylaws adopted by the initial Board of Directors.

 

**ARTICLE IX**

 

The corporation shall have the power to indemnify to the fullest extentpermitted by law any person who is made, or threatened to be made, a party toan action, suit or proceeding, whether civil, criminal, administrative,investigative or otherwise (including an action, suit or proceeding by or inthe right of the corporation) by reason of the fact that the person is or was adirector, officer, employee, or agent of the corporation, or a fiduciary withinthe meaning of the Employee Retirement Income Security Act of 1974 with respectto any employee benefit plans of the corporation, or serves or served at therequest of the corporation as a director, officer, employee, or agent, or as afiduciary of an employee benefit plan, of another corporation, partnership,joint venture, trust or other enterprise, and their respective heirs,administrators, personal representatives, successors and assigns.Indemnification specifically provided by the Oregon Business Corporation Actshall not be deemed exclusive of any other rights to which such director,officer, employee or agent may be entitled under any bylaw, agreement, vote ofshareholders or disinterested directors or otherwise. The corporation, itsofficers, directors, employees or agents shall be fully protected in taking anyaction or making any payment under this Article or in refusing to do so uponthe advice of counsel.

 

**ARTICLE X**

 

No director of the corporation shall be personally liable to thecorporation or its shareholders for monetary damages for conduct as a director,except that this provision shall not apply to:

 

1.                                       Any breach of the director’s duty of loyalty tothe corporation or its shareholders;

 

2.                                       Any acts or omissions not in good faith or whichinvolve intentional misconduct or a knowing violation of law;

 

3.                                       Any distribution which is unlawful under theOregon Business Corporation Act;

 

4.                                       Any transaction from which the director derived animproper personal benefit; or

 

5.                                       Any act or omission occurring prior to the date onwhich these Articles are filed with the Oregon Corporation Commissioner.

 

**ARTICLE XI**

 

The corporation elects to waive shareholder preemptive rights.

 

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I, the undersigned incorporator, declare under penalties of perjury thatI have examined the foregoing and to the best of my belief, it is true, correctand complete.

 

DATED this 23rd day of July, 1990.

 
|                                                                                    |   |                                              | Timothy J.  Heinson   Acker, Underwood, Norwood & Hiefield   2100 US Bancorp Tower   111 S.W. Fifth Avenue   Portland, Oregon 97204-3624 |
|-----------------------------------------------------------------------------------------|--------|---------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                    |
|                                                                                    |   |                                              |                                                                                                                                              |   |   |   |
| **Submit the original****and one true copy****$10.00****Registry Number:****212295-88** |   | **A true  copy****/s/ Milton R. Smith****[SEAL]** |                                                                                                                                              | ***SECRETARY OF STATE  Corporation Division******Business Registry***  158 12th Street NE   Salem, OR 97310-0210   (503) 378-4166 |   | **THIS SPACE FOR OFFICE USE  ONLY  FILED   APR 07 1992   SECRETARY OF STATE** |

 

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ARTICLES OF AMENDMENT

**ByIncorporators, Directors or Shareholders**

 

 

**PLEASE TYPE ORPRINT LEGIBLY IN BLACK INK**

 

 

1.                                       Name of the corporation prior to amendment:

 

Thrustmaster, Inc.

 

2.                                       State the article number(s) and set forth thearticle(s) as it is amended to read or attach a separate sheet.

 

Attached

 

3.                                      The amendment(s) was adopted on December 15, 1990.(If more than one amendment was adopted, identify the date of adoption of eachamendment.)

 

4.                                       Check the appropriate statement:

 

ý            Shareholderaction **was** required to adopt theamendment(s). The vote was as follows:

 
| **Class or series********of shares** |   | **Number of shares   outstanding** |   | **Number of votes   entitled to be cast** |   | **Number of votes   cast for** |   | **Number of votes   cast against** |   |
|--------------------------------------|--------|------------------------------------|--------|-------------------------------------------|--------|--------------------------------|--------|------------------------------------|--------|
| Common                               |   | 800                                |   | 800                                       |   | 800                            |   | 0                                  |   |

 

o                                    Shareholder action **was not** required to adopt the amendment(s). The amendment(s)was adopted by the board of directors without shareholder action.

 

o                                    The corporation has not issued any shares ofstock. Shareholder action was not required to adopt the amendment(s). Theamendment(s) was adopted by the incorporators or by the board of directors.

 
|       |   | /s/ Milton R. Smith |   | Milton R. Smith |   | Secretary |
|------------|--------|---------------------|--------|-----------------|--------|-----------|
| Execution: |   |                |   |            |   |      |
|       |   | Signature           |   | Printed name    |   | Title     |
|       |   |                |   |            |   |      |

 
|                                  |   | Milton R. Smith |   | (503) 641–4420  |
|---------------------------------------|--------|-----------------|--------|----------------------|
| Person  to contact about this filing: |   |            |   |                 |
|                                  |   | Name            |   | Daytime phone number |

 

 

**Make checks payable to the CorporationDivision. Submit the completed form and fee to: Corporation Division, BusinessRegistry, 158 12th Street NE, Salem, Oregon 97310-0210.**

 

**BC–2 (9/91)**

 

 

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**ARTICLES OFAMENDMENT**

**TO THE**

**ARTICLES OFINCORPORATION**

**OF**

**THRUSTMASTER, INC.**

 

The following Amendment to the Articles of Incorporation ofThrustmaster, Inc. was duly adopted by the Shareholders of the Corporationon December 15, 1990. At the time of the adoption there were 800 shares ofcommon stock, no par value, issued and outstanding, and said stock was the onlystock of the Corporation then outstanding. All 800 shares were authorized tovote and the vote was 800 shares in favor of the Amendment and none against.

 

**ARTICLE I.**

 

The name of the Corporation is Thrustmaster, Inc.

 

**ARTICLE II.**

 

Article III of the Articles of Incorporation ofThrustmaster, Inc. is amended to read as follows:

 

“The aggregate number of shares which the corporation shall haveauthority to issue is 5,000 shares, no par value, of common stock.”

 

**ARTICLE III.**

 

The date this amendment was adopted was December 15, 1990.

 

I, the undersigned Secretary of Thrustmaster, Inc. declare underpenalties of perjury that I have examined the foregoing and to the best of mybelief, it is true, correct and complete.

 
|   |   | THRUSTMASTER, INC.An Oregon Corporation  By: /s/ Milton R. Smith                |
|--------|--------|--------------------------------------------------------------------------------------|
|   |   |                                                                                 |
|   |   | Milton  R. SmithCorporate Secretary2200 S.W. Scenic DrivePortland, Oregon 97225-4015 |
|   |   |                                                                                 |

 
| **212295–88** |   | **FILED    EP 14 1992   SECRETARY OF STATE** |
|--------------------|--------|----------------------------------------------|

 

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**ARTICLES OFAMENDMENT TO THE**

**ARTICLES OFINCORPORATION**

**OFTHRUSTMASTER, INC.**

 

The following Amendment to the Articles of the Incorporation ofThrustmaster, Inc. was duly adopted by the Shareholders of the Corporationon July 7, 1992. At the time of the adoption there were 1325 shares ofcommon stock, no par value, issued and outstanding, and said stock was the onlystock of the Corporation then outstanding. All 1325 shares were authorized tovote and the vote was 1325 shares in favor of the Amendment and none against.

 

**ARTICLE I.**

 

The name of the Corporation is Thrustmaster, Inc.

 

**ARTICLE II.**

 

Article III of the Articles of Incorporation of Thrustmaster, Inc.is amended to read as follows:

 

“The aggregate number of shares which the corporation shall haveauthority to issue is 500,000 shares, no par value, of common stock.”

 

**ARTICLE III.**

 

The date this amendment was adopted was July 7, 1992.

 

I, the undersigned Secretary of Thrustmaster, Inc. declare underpenalties of perjury that I have examined the foregoing and to the best of mybelief, it is true, correct and complete.

 
|   |   |   |   | THRUSTMASTER,  INC.  An Oregon Corporation  By: /s/ Milton R. Smith                       |   |   |
|--------|--------|--------|--------|-------------------------------------------------------------------------------------------|--------|--------|
|   |   |   |   |                                                                                      |   |   |
|   |   |   |   | Milton R. Smith  Corporate Secretary  2200 S.W. Scenic Drive  Portland, Oregon 97225-4015 |   |   |
|   |   |   |   |                                                                                      |   |   |

 
| **Submit the original****and one true copy****$10.00****Registry Number:****212295-88** |   | **A true copy****/s/ Stephen A.  Aanderud****[SEAL]** |   | ***SECRETARY OF STATE******Corporation  Division******Business  Registry***158 12th Street NESalem, OR 97310-0210(503) 378-4166 |   | **THIS SPACE FOR OFFICE USE   ONLY****FILED****AUG 18 1993****SECRETARY OF STATE** |
|-----------------------------------------------------------------------------------------|--------|-------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------|

 

 

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ARTICLES OF AMENDMENT

**ByIncorporators, Directors or Shareholders**

 

 

**PLEASE TYPE ORPRINT LEGIBLY IN BLACK INK**

 

 

1.                                       Name of the corporation prior to amendment:

 

ThrustMaster, Inc.

 

2.                                       State the article number(s) and set forth thearticle(s) as it is amended to read or attach a separate sheet.

 

Attached

 

3.                                       The amendment(s) was adopted on July 7th,1993. (If more than one amendment was adopted, identify the date of adoption ofeach amendment).

 

4.                                       Check the appropriate statement:

 

ý            Shareholderaction **was** required to adopt theamendment(s). The vote was as follows:

 
| **Class or series********of shares** |   | **Number of shares   outstanding** |   | **Number of votes   entitled to be cast** |   | **Number of votes   cast for** |   | **Number of votes   cast against** |   |
|--------------------------------------|--------|------------------------------------|--------|-------------------------------------------|--------|--------------------------------|--------|------------------------------------|--------|
| Common                               |   | 246,000                            |   | 246,000                                   |   | 241,000                        |   | 0                                  |   |

 

o                                    Shareholder action **was not** required to adopt the amendment(s). The amendment(s)was adopted by the board of directors without shareholder action.

 

o                                    The corporation has not issued any shares ofstock. Shareholder action was not required to adopt the amendment(s). Theamendment(s) was adopted by the incorporators or by the board of directors.

 

 
|       |   | /s/ Stephen A. Aanderud |   | Stephen A. Aanderud |   | Secretary |
|------------|--------|-------------------------|--------|---------------------|--------|-----------|
| Execution: |   |                    |   |                |   |      |
|       |   | Signature               |   | Printed name        |   | Title     |
|       |   |                    |   |                |   |      |

 
|                                  |   | Stephen A. Aanderud, |   | (503) 639-3200       |
|---------------------------------------|--------|----------------------|--------|----------------------|
| Person  to contact about this filing: |   |                 |   |                 |
|                                  |   | Name                 |   | Daytime phone number |
|                                  |   |                 |   |                 |

 

**Make checks payable to the CorporationDivision. Submit the completed form and fee to: Corporation Division, BusinessRegistry, 158 12th Street NE, Salem, Oregon 97310-0210.**

 

**BC-2 (9/91)**

 

 

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**ARTICLES OFAMENDMENT**

**TO THE**

**ARTICLES OFINCORPORATION**

**OF**

**THRUSTMASTER, INC.**

 

The following Amendment to the Articles of Incorporation ofThrustmaster, Inc. was duly adopted by the Shareholders of the Corporationon July 7, 1992. At the time of the adoption there were 246,000 shares ofcommon stock, no par value, issued and outstanding, and said stock was the onlystock of the Corporation then outstanding. Of the 246,000 shares authorized tovote 241,000 shares were voted either in person or proxy. The vote was 241,000in favor of the Amendment and none against.

 

**ARTICLE I.**

 

The name of the Corporation is Thrustmaster, Inc.

 

**ARTICLE II.**

 

Article III of the Articles of Incorporation of Thrustmaster, Inc.is amended to read as follows:

 

“The aggregate number of shares which the corporation shall haveauthority to issue is 5,000,000 shares, no par value, of common stock.”

 

**ARTICLE III**

 

The date this amendment was adopted was July 7, 1993.

 

I,the undersigned Secretary of Thrustmaster, Inc. declare under penalties ofperjury that I have examined the foregoing and to the best of my belief, it istrue, correct, and complete.

 
|   |                                                                                    |   |       | THRUSTMASTER,  INC.  An Oregon Corporation  By: /s/ Stephen A. Aanderud             |                                                                                                                            |   |
|--------|-----------------------------------------------------------------------------------------|--------|------------|-------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------|--------|
|   |                                                                                    |   |       |                                                                                |                                                                                                                            |   |
|   |                                                                                    |   |       | Stephen A. Aanderud  Corporate Secretary  10150 S.W. Nimbus  Portland OR 97223-4337 |                                                                                                                            |   |
|   |                                                                                    |   |       |                                                                                |                                                                                                                            |   |
|   |                                                                                    |   |       |                                                                                |                                                                                                                            |   |
|   | **Submit the original****and one true copy****$10.00****Registry Number:****212295-88** |   | **[SEAL]** |                                                                                | ***SECRETARY OF STATE******Corporation  Division******Business  Registry***158 12th Street NESalem, OR 97310-0210(503) 378-4166 |   | **THIS SPACE FOR OFFICE USE  ONLY   FILED   JAN 21 1995   SECRETARY OF STATE** |
|        |                                                                                         |        |            |                                                                                     |                                                                                                                                 |        |  |  |  |

 

 

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ARTICLES OF AMENDMENT

**ByIncorporators, Directors or Shareholders**

 

 

**PLEASE TYPE ORPRINT LEGIBLY IN BLACK INK**

 

 

1.                                       Name of the corporation prior to amendment:

 

ThrustMaster, Inc.

 

2.                                       State the article number(s) and set forth thearticle(s) as it is amended to read or attach a separate sheet.

 

Article III, attached.

 

3.                                       The amendment(s) was adopted on December 14,1994. (If more than one amendment was adopted, identify the date of adoption ofeach amendment.)

 

4.                                       Check the appropriate statement:

 

ý            Shareholderaction was required to adopt the amendment(s). The vote was as follows:

 
| **Class or series********of shares** |   | **Number of shares   outstanding** |   | **Number of votes   entitled to be cast** |   | **Number of votes   cast for** |   | **Number of votes   cast against** |   |
|--------------------------------------|--------|------------------------------------|--------|-------------------------------------------|--------|--------------------------------|--------|------------------------------------|--------|
| Common Stock                         |   | 274,112                            |   | 274,112                                   |   | 246,925                        |   | 0                                  |   |

 

 

o                                    Shareholder action **was not** required to adopt the amendment(s). The amendment(s)was adopted by the board of directors without shareholder action.

 

o                                    The corporation has not issued any shares ofstock. Shareholder action was not required to adopt the amendment(s). Theamendment(s) was adopted by the incorporators or by the board of directors.

 
| Execution:                            |   | /s/ Stephen A. Aanderud |   | Stephen A. Aanderud  |   | President |
|---------------------------------------|--------|-------------------------|--------|----------------------|--------|-----------|
|                                  |   |                    |   |                 |   |      |
|                                  |   | Signature               |   | Printed name         |   | Title     |
|                                  |   |                    |   |                 |   |      |
|                                  |   |                    |   |                 |   |      |
|                                  |   | David S. Law            |   | (503) 222-1515       |
| Person  to contact about this filing: |   |                    |   |                 |
|                                  |   | Name                    |   | Daytime phone number |
|                                  |   |                    |   |                 |
|                                       |        |                         |        |                      |        |           |  |  |  |

 

 

**Make checks payable to the CorporationDivision. Submit the completed form and fee to: Corporation Division, BusinessRegistry, 158 12th Street NE, Salem, Oregon 97310-0210.**

 

**BC–2 (9/91)**

 

 

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**Attachment**

**to**

**Articles ofAmendment to Articles of Incorporation**

**of**

**Thrustmaster, Inc.**

 

 

AmendedArticle III:

 

 

“Theaggregate number of shares which the corporation shall have authority to issueis 30,000,000 shares, consisting of 25,000,000 shares, no par value, of commonstock (“Common Stock”), and 5,000,000 shares, no par value, of preferred stock(“Preferred Stock”).

 

A.Preferred Stock. The board of directors is expressly authorized to provide forthe issue of all or any shares of the Preferred Stock, in one or more series,and to specify the number of shares in any series, and to fix for each suchseries such voting powers, full or limited, or no voting powers, and suchdesignations, preferences and relative, participating, optional or otherspecial rights and such qualifications, limitations, or restrictions thereof,as shall be stated and expressed in the resolution or resolutions adopted bythe board of directors providing for the issue of such series (a “PreferredStock Designation”) and as may be permitted by the Oregon Business CorporationAct.

 

B.Common Stock. Except as otherwise required by law or as otherwise provided inany Preferred Stock Designation, the holders of the Common Stock shallexclusively possess all voting power.”

 
| **[SEAL]** | **Phone:** |   | **(503) 935-2200** |   |                                                           |
|------------|------------|--------|-------------------------|--------|----------------------------------------------------------------|
|       | **Fax:**   |   | **(503) 378-4381** |   | **Articles of Amendment—Business/Professional/Nonprofit** |

 

 
| **Secretary of State**            |   | **Check the appropriate box below:** | ** ** | **For office  use only**              | ** ** |
|-----------------------------------|--------|--------------------------------------|------------|---------------------------------------|------------|
|                              |   |                                 |       |                                  |       |
| **Corporation Division**          |   | **ý**                           |       | **BUSINESS/PROFESSIONAL CORPORATION** | ** ** | **FILED** | ** ** |
| **255 Capitol St. NE, Suite 151** |   |                                 |       |                                  |       |   |   |
| **Salem, OR 97310-1327**          |   |                                 |       | **(Complete only 1, 2, 3, 4, 6, 7)**  | ** ** | **OCT 13  1999** | ** ** |
|                              |   | **o**                                | ** ** | **NONPROFIT CORPORATION**             | ** ** | **OREGON** | ** ** |
|                              |   |                                 |       |                                  |       |   |   |
|                              |   |                                 | ** ** | **(Complete only 1, 2, 3, 5, 6, 7)**  | ** ** | **SECRETARY  OF STATE** | ** ** |

 

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**Registry Number: 212295-88**

 

**Attach Additional Sheet if Necessary**

**Please Type or Print Legibly in Black Ink**

 

 

**1)****                                     NAME OF CORPORATION PRIOR TO AMENDMENT** ThrustMaster, Inc.

 

**2)****                                     STATE THE ARTICLE NUMBER(S) AND SET FORTH THEARTICLE(S) AS IT IS AMENDED TO READ. (Attach a separate sheet if necessary.)**

 

Article I: “The name of thiscorporation is CenterSpan Communications Corporation.”

 

**3)****                                     THE AMENDMENT WAS ADOPTED ON: **September 27,1999

 

(If more than one amendment was adopted, identify the date of adoptionof each amendment.)

 

**BUSINESS/PROFESSIONALCORPORATION ONLY**

 

 

**4)****                                     CHECK THE APPROPRIATE STATEMENT**

 

ý                                    Shareholder action was required to adopt theamendment(s). The vote was as follows:

 
| **Class or series********of shares** |   | **Number of shares   outstanding** |   | **Number of votes   entitled to be cast** |   | **Number of votes   cast FOR** |   | **Number of votes   cast AGAINST** |   |
|--------------------------------------|--------|------------------------------------|--------|-------------------------------------------|--------|--------------------------------|--------|------------------------------------|--------|
| Common                               |   | 4,893,426                          |   | 4,893,426                                 |   | 3,466,156                      |   | 4,060                              |   |

 

o                                    Shareholder action was not required to adopt theamendment(s). The amendment(s) was adopted by the board of directors withoutshareholder action.

 

o                                    The corporation has not issued any shares ofstock. Shareholder action was not required to adopt the amendment(s). Theamendment(s) was adopted by the incorporators or by the board of directors.

 

**NONPROFITCORPORATION ONLY**

 

 

**5)****                                     CHECK THE APPROPRIATE STATEMENT**

 

o                                    Membership approval was not required. Theamendment(s) was approved by a sufficient vote of the board of directors orincorporators.

 

o                                    Membership approval was required. The membershipvote was as follows:

 
| **Class or series****of shares** |   | **Number  of shares outstanding** |   | **Number  of votes entitled to be   cast** |   | **Number  of votes cast FOR** |   | **Number  of votes cast   AGAINST** |
|----------------------------------|--------|-----------------------------------|--------|--------------------------------------------|--------|-------------------------------|--------|-------------------------------------|
|                             |   |                              |   |                                       |   |                          |   |                                |

 

 

**6)            EXECUTION**

 
| Printed  Name      |   | Signature              |   | Title     |   |
|--------------------|--------|------------------------|--------|-----------|--------|
| Frank  G. Bausmann |   | /s/  Frank G. Bausmann |   | Secretary |   |
|               |   |                   |   |      |   |

 
| **7)            CONTACT NAME** |   | **DAYTIME PHONE NUMBER** |   |
|---------------------------------------------------------------------------------------|--------|--------------------------|--------|
| Marcella Gemelli                                                                      |   | 503-727-2000             |   |
|                                                                                  |   |                     |   |

 
|   |   | **FEES**                                                                                                                                    |       |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------|------------|
|   |   |                                                                                                                                        |       |
|   |   | **Make checks for $15   payable to****“Corporation Division”**                                                                    | ** ** |
|   |   | **NOTE: Filing fees may   be paid with VISA or   MasterCard. The card   number and expiration   date should be ??? for   your protection.** | ** ** |

 

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