<PAGE>



                                                                     EXHIBIT 3.1




              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                             FILED NOVEMBER 12, 2002



<PAGE>



                              ARTICLES OF AMENDMENT

                                       OF

                              BULL RUN CORPORATION

         Pursuant to the provisions of Section 14-2-602(d) of the Georgia
Business Corporation Code, the undersigned, on behalf of Bull Run Corporation
(the "Corporation"), hereby submits the following information:

                                    Article 1

         The name of the Corporation is Bull Run Corporation.


                                    Article 2

         The Articles of Incorporation of the Corporation are hereby amended to
provide for the establishment and designation of Series C Convertible Preferred
Stock and to fix and determine the relative rights and preferences thereof by
adding the following to the end of Article Two, as amended:

                      SERIES C CONVERTIBLE PREFERRED STOCK

         Section 1. Designation and Amount. The shares of the series of capital
stock of the Corporation shall be designated as "Series C Convertible Preferred
Stock" and the number of shares constituting the Series C Convertible Preferred
Stock, par value $0.01 per share, shall be One Hundred Thousand (100,000). If
and to the extent that further shares are needed in order to pay dividends in
shares of Series C Convertible Preferred Stock as provided for in Section 3
hereof, the Board of Directors of the Corporation (the "Board") will authorize
additional shares of Series C Convertible Preferred Stock so that at all times,
so long as Series C Convertible Preferred Stock is outstanding, there will be a
sufficient number of Series C Convertible Preferred Stock authorized and
reserved to pay dividends as provided for in Section 3 hereof in shares of
Series C Convertible Preferred Stock for the next year.

         Section 2. Rank. All Series C Convertible Preferred Stock shall rank,
as to payment of dividends and as to distribution of assets upon liquidation,
dissolution, or winding up of the Corporation, whether voluntary or involuntary,
(a) on a parity with any shares of preferred stock of the Corporation now or
hereafter designated and issued by the Corporation; and (b) senior to the Common
Stock, par value $0.01 per share, of the Corporation (the "Common Stock") now or
hereafter issued.


                                       1
<PAGE>

         Section 3. Dividends and Distributions. The holders of shares of Series
C Convertible Preferred Stock shall be entitled to receive, when, as and if
declared by the Board out of funds legally available for such purposes,
dividends at the rate of Ninety Dollars ($90.00) per annum per share, which
shall be fully cumulative and shall accrue without interest from the date of
initial issuance; provided, however, that (a) the dividends on the shares of
Series C Convertible Preferred stock initially issued to J. Mack Robinson
("Robinson") in exchange for the promissory note executed by the Corporation and
held by him dated July 1, 2002 (the "July 1 Note") shall accrue from and after
July 1, 2002; (b) the dividends on the shares of Series C Convertible Preferred
stock initially issued to J. Mack Robinson ("Robinson") in exchange for the
promissory note executed by the Corporation and held by him dated July 9, 2002
(the "July 9 Note") shall accrue from and after July 9; and (c) the dividends on
the shares of Series C Convertible Preferred stock initially issued to J. Mack
Robinson ("Robinson") in exchange for the cash investment in the Corporation
made by him dated September 27, 2002 (the "September 27 Investment") shall
accrue from and after September 27, 2002. Dividends provided for under this
Section 3 shall be payable as follows: (a) from the date of initial issuance of
the Series C Convertible Preferred Stock until the day two (2) years after such
date of initial issuance in cash or in shares (whether whole or fractional) of
Common Stock, which method shall be determined at the Corporation's sole option;
provided, however, that in the case of the shares issued in exchange for the
July 1 Note, the July 9 Note and the September 27 Investment, such two year
period shall be deemed to have commenced on July 1, 2002, July 9, 2002 and
September 27, 2002, respectively; and (b) thereafter, either in cash or in
shares (whether whole or fractional) of Common Stock, which method shall be
determined at the holder's sole option and communicated to the Corporation by
written notice delivered to the Corporation at least thirty (30) days prior to
the dividend payment date (if a holder does not deliver such notice to the
Corporation, then the form of the dividend to be paid to such holder shall be at
the sole option of the Corporation).

         For purposes of determining the number of shares (or fraction thereof)
of Common Stock to be issued as payment of a dividend pursuant to this Section
3, Common Stock shall be valued at the average Nasdaq closing price for the
twenty (20) trading days immediately preceding each dividend payment date.

         Dividends shall be paid annually each year on June 30th (except that if
such date is a Saturday, Sunday, or legal holiday, then such dividend shall be
payable on the next day that is not a Saturday,


                                       2
<PAGE>

Sunday, or legal holiday) to holders of record as they appear on the stock books
of the Corporation on June 15th of that year. The first such dividend payment
date shall be on June 30, 2003.

         No dividends or other distributions, other than dividends payable
solely in shares of Common Stock or capital stock of the Corporation ranking
junior as to dividends to the Series C Convertible Preferred Stock
(collectively, the "Junior Dividend Stock"), shall be paid or set apart for
payment on, and except for the use of Common Stock to pay for the exercise of
stock options pursuant to the stock option plans of the Corporation and its
subsidiaries, no purchase, redemption or other acquisition shall be made by the
Corporation of any shares of Junior Dividend Stock unless and until all accrued
and unpaid dividends on the Series C Convertible Preferred Stock shall have been
paid or declared and set apart for payment.

         If at any time any dividend on any capital stock of the Corporation
ranking senior as to dividends to the Series C Convertible Preferred Stock (the
"Senior Dividend Stock") shall be in default, in whole or in part, no dividend
shall be paid or declared and set apart for payment on the Series C Convertible
Preferred Stock unless and until all accrued and unpaid dividends with respect
to the Senior Dividend Stock, including the full dividends for the then current
dividend period, shall have been paid or declared and set apart for payment,
without interest. No full dividends shall be paid or declared and set apart for
payment on any class or series of the Corporation's capital stock ranking, as to
dividends, on a parity with the Series C Convertible Preferred Stock (the
"Parity Dividend Stock") for any period unless all accrued but unpaid dividends
have been, or contemporaneously are, paid or declared and set apart for such
payment on the Series C Convertible Preferred Stock. No full dividends shall be
paid or declared and set apart for payment on the Series C Convertible Preferred
Stock for any period unless all accrued but unpaid dividends have been, or
contemporaneously are, paid or declared and set apart for payment on the Parity
Dividend Stock for all dividend periods terminating on or prior to the date of
payment of such full dividends. When dividends are not paid in full upon the
Series C Convertible Preferred Stock and the Parity Dividend Stock, all
dividends paid or declared and set apart for payment upon shares of Series C
Convertible Preferred Stock and the Parity Dividend Stock shall be paid or
declared and set apart for payment pro rata, so that the amount of dividends
paid or declared and set apart for payment per share on the Series C Convertible
Preferred Stock and the Parity Dividend Stock shall in all cases bear to each

                                       3
<PAGE>

other the same ratio that accrued and unpaid dividends per share on the shares
of Series C Convertible Preferred Stock and the Parity Dividend Stock bear to
each other.

         Any reference to "distribution" contained in this Section 3 shall not
be deemed to include any stock dividend or distributions made in connection with
any liquidation, dissolution or winding up of the Corporation, whether voluntary
or involuntary.

         Section 4. Liquidation Preference. In the event of a liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the holders of Series C Convertible Preferred Stock shall be entitled to receive
out of the assets of the Corporation, whether such assets constitute stated
capital or surplus of any nature, an amount equal to the dividends accrued and
unpaid thereon to the date of final distribution to such holders, without
interest, and a sum equal to One Thousand Dollars ($1,000.00) per share (the
"Liquidation Preference") and no more, before any payment shall be made or any
assets distributed to the holders of Common Stock or any other class or series
of the Corporation's capital stock ranking junior as to liquidation rights to
the Series C Convertible Preferred Stock (collectively, the "Junior Liquidation
Stock"); provided, however, that the holders of Series C Convertible Preferred
Stock shall be entitled to such payment only in the event that the Corporation's
payments with respect to the liquidation preference of the holders of capital
stock of the Corporation ranking senior as to liquidation rights to the Series C
Convertible Preferred Stock (the "Senior Liquidation Stock") are fully met.
After the liquidation preferences of the Senior Liquidation Stock are fully met,
the assets of the Corporation available for distribution shall be distributed
ratably among the holders of the Series C Convertible Preferred Stock and any
other class or series of the Corporation's capital stock having parity as to
liquidation rights with the Series C Convertible Preferred Stock in proportion
to the respective preferential amounts to which each is entitled (but only to
the extent of such preferential amounts). After payment in full of the
Liquidation Preference of the shares of the Series C Convertible Preferred
Stock, the holders of such shares shall not be entitled to any further
participation in any distribution of assets by the Corporation. Neither a
consolidation nor merger of the Corporation with another corporation nor a sale
or transfer of all or part of the Corporation's assets for cash, securities or
other property will be considered a liquidation, dissolution or winding up of
the Corporation for the purposes of this Section 4.


                                       4
<PAGE>

         Section 5.        Conversion Terms.

         (a)      Conversion Right. On or after the day two (2) years after the
date of initial issuance (the "Conversion Date"), but at no time before that
date, subject to the provisions for adjustment hereinafter set forth, each
single share of Series C Convertible Preferred Stock shall be convertible at any
time at the option of the holder thereof into one thousand (1,000) fully paid
and non-assessable shares of Common Stock; provided, however, that in the case
of the shares issued in exchange for the July 1 Note, the July 9 Note and the
September 27 Investment, such Conversion Date shall be July 1, 2004, July 9,
2004 and September 27, 2004, respectively.

         (b)      Mechanics of Conversion. The holder of any shares of Series C
Convertible Preferred Stock may exercise the conversion right specified in
Section 5(a) by surrendering to the Corporation the certificate or certificates
for the shares to be converted, accompanied by written notice specifying the
number of shares to be converted. Conversion will be deemed effective on the
date when such notice is delivered.

         (c)      Adjustments. The number of shares of Common Stock into which
an issued and outstanding share of Series C Convertible Preferred Stock is
convertible shall be subject to adjustment from time to time as follows:

                  (i)      If the Corporation shall (x) declare a dividend on
         the Common Stock in shares of its capital stock (whether shares of
         Common Stock, Series C Convertible Preferred Stock or of capital stock
         of any other class); (y) split or subdivide the outstanding Common
         Stock; or (z) combine the outstanding Common Stock into a smaller
         number of shares, each share of Series C Convertible Preferred Stock
         outstanding at the time of the record date for such dividend or of the
         effective date of such split, subdivision or combination shall
         thereafter entitle the holder of such share of Series C Convertible
         Preferred Stock to receive the aggregate number and kind of shares
         which, if such share of Series C Convertible Preferred Stock had been
         converted immediately prior to such time, such holder would have owned
         or have become entitled to receive by virtue of such dividend,
         subdivision or combination.

                  (ii)     In the event of any capital reorganization of the
         Corporation, or of any reclassification of the Common Stock (other than
         a subdivision or combination of outstanding shares of Common Stock), or
         in case of the consolidation of the Corporation with or the merger of
         the


                                       5
<PAGE>

         Corporation with or into any other corporation or of the sale of the
         properties and assets of the Corporation as, or substantially as, an
         entirety to any other corporation, each share of Series C Convertible
         Preferred Stock shall after such capital reorganization,
         reclassification of Common Stock, consolidation, merger or sale be
         convertible upon the terms and conditions specified herein, for the
         number of shares of stock or other securities or assets to which a
         holder of the number of shares of Common Stock into which such share of
         Series C Convertible Preferred Stock shall be convertible (at the time
         of such capital reorganization, reclassification of Common Stock,
         consolidation, merger or sale) would have been entitled upon such
         capital reorganization, reclassification of Common Stock,
         consolidation, merger or sale; and in any such case, if necessary, the
         provisions set forth herein with respect to the rights thereafter of
         the holders of the shares of Series C Convertible Preferred Stock shall
         be appropriately adjusted so as to be applicable, as nearly as may
         reasonably be, to any shares of stock or other securities or assets
         thereafter deliverable upon the conversion of the shares of Series C
         Convertible Preferred Stock.

         Section 6.        Redemption of Series C Convertible Preferred Stock.

         (a)      Redemption at Option of the Corporation. At any time after the
date of the initial issuance of shares of Series C Convertible Preferred Stock,
the Corporation may, at its sole option, redeem all or a portion of the Series C
Convertible Preferred Stock on any date that may be from time to time set by the
Board (the "Redemption Date") at a redemption price of One Thousand Dollars
($1,000.00) per share plus an amount per share equal to all dividends on the
Series C Convertible Preferred Stock accrued and unpaid on such shares, pro rata
to the Redemption Date (the "Redemption Price"). The Redemption Price shall be
payable in cash.

         In the event that less than all of the then outstanding shares of
Series C Convertible Preferred Stock are redeemed at any one time, the
Corporation shall designate by lot, or in such other manner as the Board may
determine, the shares to be redeemed or shall effect such redemption pro rata.
Notwithstanding the foregoing, the Corporation shall not redeem less than all of
the Series C Convertible Preferred Stock at any time outstanding until all
accrued but unpaid dividends upon all Series C Convertible Preferred Stock then
outstanding shall have been paid.

         (b)      Mechanics of Redemption. Notice by first class mail, postage
prepaid, shall be given to the holders of record of the Series C Convertible
Preferred Stock to be redeemed not more than sixty (60)


                                       6
<PAGE>

nor less than thirty (30) days prior to a Redemption Date. Such notice shall be
addressed to such shareholders at their last address as shown on the books of
the Corporation. Each such notice of redemption shall (a) specify the Redemption
Date, the Redemption Price and the place or places where payment will be made
upon presentation and surrender of the Series C Convertible Preferred Stock; (b)
state that accrued but unpaid dividends to the Redemption Date will be paid on
the Redemption Date; and (c) state that on and after the Redemption Date,
dividends will cease to accrue on such shares.

         Any notice which is mailed as herein provided shall be conclusively
presumed to have been duly given, whether or not the holder of the Series C
Convertible Preferred Stock receives such notice. Failure to give such notice by
mail, or any defect in such notice, to the holders of any shares designated for
redemption shall not affect the validity of the proceedings for the redemption
of any other shares of Series C Convertible Preferred Stock. On or after the
Redemption Date, as stated in such notice, each holder of the shares called for
redemption shall surrender the certificate (or certificates) evidencing such
shares to the Corporation at the place designated in such notice and shall
thereupon be entitled to receive payment of the Redemption Price. In the case of
a redemption by the Corporation pursuant to Section 5(a), if fewer than all the
shares represented by any such surrendered certificate (or certificates) are
redeemed, a new certificate shall be issued representing the unredeemed shares.
If, on the Redemption Date, funds necessary for the redemption shall be
available therefor and shall have been irrevocably deposited or set aside, then,
notwithstanding that the certificates evidencing any shares are so called for
redemption shall not have been surrendered, (a) the dividends with respect to
the shares so called shall cease to accrue after the date fixed for redemption;
(b) the shares shall no longer be deemed outstanding; (c) the holders thereof
shall cease to be shareholders; and (d) all rights whatsoever with respect to
the shares so called for redemption (except the right of the holders to receive
the Redemption Price without interest upon surrender of their certificates
therefor) shall terminate. Any funds deposited by the Corporation pursuant to
the foregoing provision and unclaimed at the end of one (1) year from the
relevant Redemption Date shall, to the extent permitted by law, be returned to
the Corporation, after which the holders of shares of Series C Convertible
Preferred Stock so called for redemption shall look only to the Corporation for
the payment thereof. Shares of Series C Convertible Preferred Stock redeemed by
the Corporation shall be restored to the status of authorized but unissued
shares of Preferred Stock of the Corporation, without


                                       7
<PAGE>
designation as to series, and may thereafter be reissued, but not as shares of
Series C Convertible Preferred Stock.

         Section 7.        No Sinking Fund. The shares of Series C Convertible
Preferred Stock shall not be subject to the operation of a purchase, retirement,
or sinking fund.

         Section 8.        Voting Rights. The holders of Series C Convertible
Preferred Stock will not have any voting rights except as set forth below or as
otherwise from time to time required by law. Whenever dividends on the Series C
Convertible Preferred Stock or any other class or series of Parity Dividend
Stock shall be in arrears in an amount equal to One Hundred Fifty Percent (150%)
of an annual dividend, the holders of the Series C Convertible Preferred Stock
(voting separately as a class with all other affected classes or series of the
Parity Dividend Stock upon which like voting rights have been conferred and are
exercisable) shall be entitled to vote for and elect two additional directors of
the Corporation. Such right of the holders of Series C Convertible Preferred
Stock to vote for the election of such directors may be exercised at an annual
meeting or at any special meeting called for such purpose as hereinafter
provided or at any adjournment thereof, until dividends in default on such
outstanding shares of Series C Convertible Preferred Stock shall have been paid
in full (or until such dividends shall have been declared and funds sufficient
therefor set apart for payment), at which time the term of office of the two
directors so elected shall automatically terminate (subject to revesting in the
event of each and every subsequent default of the character specified in the
preceding sentence). So long as such right to vote continues, the Secretary of
the Corporation may call, and upon the written request of the holders of record
of Ten Percent (10%) of the outstanding shares of Series C Convertible Preferred
Stock addressed to him at the principal office of the Corporation shall call, a
special meeting of the holders of such shares for the election of such
directors, as provided herein. Such meeting shall be held not less than
forty-five (45) nor more than ninety (90) days after the accrual of such right,
at the place and upon the notice provided by law and in the By-laws of the
Corporation for the holding of shareholder meetings. No such special meeting or
adjournment thereof shall be held on a date less than thirty (30) days before an
annual meeting of shareholders or any special meeting in lieu thereof, provided
that such annual meeting appropriate provisions are made to allow the holders of
the Series C Convertible Preferred Stock to exercise such right at such meeting.
If at any such annual or special meeting or any adjournment thereof the holders
of a majority of the then outstanding shares of Series C Convertible Preferred
Stock entitled


                                       8
<PAGE>

to vote in such election shall be present or represented by proxy, then the
authorized number of directors of the Corporation shall be increased by two, and
the holders of Series C Convertible Preferred Stock shall be entitled to elect
such two additional directors. Directors so elected shall serve until the next
annual meeting or until their successors shall be duly elected and qualified,
unless the term of office of the persons so elected as directors shall have
terminated by virtue of the payment in full of all dividends in arrears or such
dividends shall have been declared and funds sufficient therefor set apart for
payment. In case of any vacancy occurring among the directors so elected by the
holders of Series C Convertible Preferred Stock, the remaining director who
shall have been so elected may appoint a successor to hold office for the
unexpired term of the director whose place is vacant, and such successor shall
be deemed to have been duly elected by the holders of Series C Convertible
Preferred Stock. If both directors so elected by the holders of Series C
Convertible Preferred Stock shall cease to serve as directors before their terms
shall expire, the holders of Series C Convertible Preferred Stock then
outstanding and entitled to vote for such directors may, at a special meeting of
such holders called as provided herein, elect successors to hold office for the
unexpired terms of the directors that such successors replaced.

         Without the consent or affirmative vote of the holders of at least a
majority of the outstanding shares of Series C Convertible Preferred Stock,
voting separately as a class, the Corporation shall not authorize, create or
issue any shares of any other class or series of capital stock ranking senior to
or on a parity with the Series C Convertible Preferred Stock as to dividends or
upon liquidation.

         The affirmative vote or consent of the holders of at least a majority
of the outstanding shares of the Series C Convertible Preferred Stock, voting
separately as a class, will be required for any amendment, alteration or repeal,
whether by merger, consolidation or otherwise, of the Corporation's Articles of
Incorporation if the amendment, alteration or repeal materially and adversely
affects the powers, preferences or special rights of the Series C Convertible
Preferred Stock.

         Section 9.        Outstanding Shares. For purposes hereof all shares of
Series C Convertible Preferred Stock shall be deemed outstanding except that,
from a Redemption Date pursuant to Section 5 hereof, all shares of Series C
Convertible Preferred Stock which have been so called for redemption under
Section 5 shall not be deemed to be outstanding, if funds or shares necessary
for the redemption of such shares are available.


                                       9
<PAGE>

                                    Article 3

         The proposed amendment of the Articles of Incorporation as set forth in
paragraph 2 herein above was adopted by the Board of Directors of the
Corporation on November 7, 2002. Shareholders' approval was not required
pursuant to Section 14-2-1002 of the Georgia Business Corporation Code.

         IN WITNESS WHEREOF, BULL RUN CORPORATION has caused its duly authorized
officer to execute these Articles of Amendment as of this 12th day of November,
2002.

                                     BULL RUN CORPORATION

                                     /s/ ROBERT S. PRATHER, JR.
                                     --------------------------
                                     Robert S. Prather, Jr.
                                     President


                                       10