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                                   EXHIBIT 3.1


                      RAINTREE RESORTS INTERNATIONAL, INC.

             CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RELATIVE,
      PARTICIPATION, OPTIONAL AND OTHER SPECIAL RIGHTS OF PREFERRED STOCK
            AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF

                            PREFERRED STOCK, CLASS B

                                   ----------

        Pursuant to Section 78.1955 of the Nevada General Corporation Law

                                   ----------


         Raintree Resorts International, Inc. (the Company), a corporation
organized and existing under the Nevada General Corporation Law (the NGCL), does
hereby certify that its Board of Directors (the Board), pursuant to a meeting,
duly called and held on September 10, 1998, duly adopted the following
resolution, which resolution remains in full force and effect as of the date
hereof:


         WHEREAS, the Board is authorized, within the limitations and
restrictions stated in the Articles of Incorporation, to fix by resolution or
resolutions the designation of each class and series of the preferred stock and
the powers, preferences and relative participating, optional or other special
rights and qualifications, limitations or restrictions thereof, including,
without limiting the generality of the foregoing, such provisions as may be
desired concerning voting, redemption, dividends, dissolution or the
distribution of assets, conversion or exchange, and such other subjects or
matters as may be fixed by resolution or resolutions of the Board under the
NGCL;


         WHEREAS, as of the date of this resolution, no shares of Class B
Preferred (defined below) have been issued by the Company; and


         WHEREAS, it is the desire of the Board, pursuant to its authority as
aforesaid, to authorize and fix the term of a class of preferred stock and the
number of shares constituting such class:


         NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized such
series of preferred stock on the terms and with the provisions herein set forth:


         (a)      Designation and Amount. One preferred share, par value $.001,
                  is hereby constituted as a series of preferred shares of the
                  Company which shall be designated as the "Class B Special
                  Voting Preferred Share" (the Class B Preferred Share), the







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                  preferences and relative, optional and other special rights of
                  which and the qualifications, limitations or restrictions of
                  which shall be as set forth herein.


         (b)      Dividends and Distributions. The holder of the Series B
                  Preferred Share shall not be entitled to receive any portion
                  of any dividend or distribution at any time.


         (c)      Voting Rights. The holder of the Class B Preferred Share shall
                  have the following voting rights:


                  (i)      The Class B Preferred Share shall entitle the holder
                           thereof to an aggregate number of votes equal to the
                           number of Exchangeable Shares (Exchangeable Shares)
                           of Raintree Resorts International Canada Limited, a
                           British Columbia corporation, outstanding from time
                           to time which are not owned by the Company or any of
                           its direct or indirect subsidiaries.


                  (ii)     Except as otherwise provided herein or by law, the
                           holder of the Class B Preferred Share and the holders
                           of common stock shall vote together as one class on
                           all matters submitted to a vote of shareholders of
                           the Company.


                  (iii)    Except as set forth herein, the holder of the Class B
                           Preferred Share shall have no special voting rights,
                           and its consent shall not be required (except to the
                           extent it is entitled to vote with holders of common
                           stock as set forth herein) for taking any corporate
                           action.


         (d)      Additional Provisions.


                  (i)      The Holder of the Class B Preferred Share is entitled
                           to exercise the voting rights attendant thereto in
                           such manner as such holder desires.


                  (ii)     At such time as (A) the Class B Preferred Share
                           entitles its holder to a number of votes equal to
                           zero because there are no Exchangeable Shares of
                           Raintree Canada outstanding which are not owned by
                           the Company or any of its direct or indirect
                           subsidiaries, and (B) there is no share of stock,
                           debt, option or other agreement, obligation or
                           commitment of Raintree Canada which could by its
                           terms require Raintree Canada to issue any
                           Exchangeable Shares to any person other than the
                           Company or any of its direct or indirect
                           subsidiaries, then the Series B Preferred Share shall
                           thereupon be retired and cancelled promptly
                           thereafter. Such share shall upon its cancellation,
                           and upon the taking of any action required by
                           applicable law, become an authorized but unissued
                           preferred share and may be reissued as part of a new
                           series of preferred shares to be created by
                           resolution or resolutions of the Board of Directors,
                           subject to the conditions and restrictions on
                           issuance set forth herein.


                  (e)      Reacquired Share. If the Class B Preferred Share
                           should be purchased or otherwise acquired by the
                           Company in any manner whatsoever, then the Class B
                           Preferred Share shall be retired and cancelled
                           promptly after the 



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                           acquisition thereof. Such share shall upon its
                           cancellation, and upon the taking of any action
                           required by applicable law, become an authorized but
                           unissued preferred share to be created by resolution
                           or resolutions of the Board of Directors, subject to
                           the conditions and restrictions on issuance set forth
                           herein.


                  (f)      Liquidation, Dissolution or Winding Up. Upon any
                           liquidation, dissolution or winding up of the
                           Company, the holder of the Class B Preferred Share
                           shall not be entitled to any portion of any
                           distribution.


                  (g)      No Redemption or Conversion. The Class B Preferred
                           Share shall not be redeemable or convertible.


         IN WITNESS WHEREOF, CLUB REGINA RESORTS, INC. has caused this
certificate to be made under the seal of the Company signed by its Vice
President--Corporate Planning and Development and Secretary, respectively, and
acknowledged by its Senior Vice President--Corporate Planning and Development on
September 17, 1998.


                                         RAINTREE RESORTS INTERNATIONAL, INC.




                                         By:
                                            -----------------------------------
                                              Brian R. Tucker, 
                                              Senior Vice President--
                                              Corporate Planning and Development


                                         By:
                                            -----------------------------------
                                              Bea Robertson, Secretary

ACKNOWLEDGMENT:


RAINTREE RESORTS INTERNATIONAL, INC.




By:
   -------------------------------------
   Brian R. Tucker, Senior Vice President--
   Corporate Planning and Development


THE STATE OF TEXAS )
                   ) 
COUNTY OF HARRIS   )

         This instrument was acknowledged before me on September 17, 1998, by
Brian R. Tucker, Senior Vice President--Corporate Planning and Development, of
RAINTREE RESORTS INTERNATIONAL, INC., a Nevada corporation, on behalf of said
corporation.


                            -------------------------------------------
                            Notary Public in and for The State of Texas



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