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                                                                     EXHIBIT 3.1

                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                            BROADWAY & SEYMOUR, INC.


         Broadway & Seymour, Inc. (the "Corporation"), is a corporation
organized and existing under and by virtue of the Delaware General Corporation
Law. The Corporation was originally incorporated under the name "NC Systems,
Inc." The date on which its original Certificate of Incorporation was filed with
the Secretary of State of Delaware is May 9, 1985. This Restated Certificate of
Incorporation, which restates and further amends the Certificate of
Incorporation as heretofore amended and restated, has been duly adopted in
accordance with the provisions of Sections 242 and 245 of the Delaware General
Corporation Law. The provisions of the original Certificate of Incorporation,
and any and all amendments thereto or restatements thereof, are hereby further
amended and restated so as to read, in their entirety, as follows:

         1.       The name of the Corporation is Broadway & Seymour, Inc.

         2.       The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

         3.       The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the Delaware General Corporation Law.

         The Corporation shall possess and exercise all the powers and
privileges granted by the Delaware General Corporation Law or by any other law
of Delaware or by this Certificate of Incorporation together with any powers
incidental thereto, so far as such powers are necessary or convenient to the
conduct, promotion or attainment of the business or purposes of the Corporation.

         4.       The aggregate number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 22,000,000 shares,
consisting of 2,000,000 shares of Preferred Stock, $0.01 par value ("Preferred
Stock") and 20,000,000 shares of Common Stock, $0.01 par value ("Common Stock").

         The following is a statement of the voting powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock of the Corpora-tion and the qualifications, limitations or
restrictions of such preferences and rights:

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                                       I.

                                  COMMON STOCK

         1.       Dividends. The holders of shares of Common Stock shall be
entitled to receive such dividends as from time to time may be declared by the
Board of Directors of the Corpora-tion, subject to the rights of holders of any
Preferred Stock.

         2.       Liquidation. In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, after payment
shall have been made to holders of Preferred Stock, if any, of the full amounts
to which they shall be entitled as may be stated and expressed pursuant hereto,
the holders of Common Stock shall be entitled, to the exclusion of the holders
of Preferred Stock, if any, to share ratably according to the number of shares
of Common Stock held by them in all remaining assets of the Corporation
available for distribution to its stockholders.

         3.       Voting. Except as otherwise provided by law, each holder of
Common Stock shall be entitled to one vote per share.


                                       II.

                                 PREFERRED STOCK

         The Preferred Stock may be issued from time to time in one or more
series. The designations, powers, preferences and relative, participating and
other special rights, and the qualifications, limitations and restrictions
thereof, of each series of Preferred Stock shall be such as may be fixed by the
Board of Directors (authority so to do being hereby expressly granted) and
stated in the resolution or resolutions providing for the issuance, or affecting
the terms, of the Preferred Stock of such series adopted by the Board of
Directors and filed in accordance with the provisions of the Delaware General
Corporation Law. Such resolution or resolutions, with respect to each series,
shall specify the series designation and the number of shares issuable in such
series, and each series, as stated or specified in such resolution or
resolutions, may:

                  (1) have no voting powers or have full or limited voting
         powers;

                  (2) be subject to redemption at the option of the Corporation
         or the respective holder thereof, or upon the occurrence of certain
         specified events, for cash, property, or rights, including without
         limitation securities of the Corporation or another corporation, at
         certain specified times and at certain specified prices or rates (which
         may be subject to adjustment);

                  (3) provide for a sinking fund or purchase fund;


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                  (4) be entitled to receive cumulative or noncumulative
         dividends at certain specified times, at certain specified rates, and
         on certain specified conditions, and payable in preference to, or in
         any other relation to, the dividends payable on any other class or
         classes or series of stock;

                  (5) have certain specified rights upon the dissolution of, or
         upon distribution of the assets of, the Corporation, including without
         limitation rights in preference to, or in any other relation to, the
         rights attributable to any other class or classes or series of stock;

                  (6) be made convertible into, or exchangeable for, at the
         option of the Corporation or the holder thereof or upon the occurrence
         of certain specified events, shares of any other class or classes or of
         any other series of the same or any other class or classes of the stock
         of the Corporation, at certain specified prices or rates of exchange
         (which may be subject to adjustment);

                  (7) impose conditions or restrictions upon the creation of
         indebtedness of the Corporation or upon the issuance of any other class
         or classes or series of stock;

                  (8) impose conditions or restrictions upon the payment of
         dividends or the making of other distributions upon, or the redemption,
         purchase or acquisition of, any other class or classes or series of
         stock; and

                  (9) have such other powers, preferences and relative,
         participating, optional and other special rights, and qualifications,
         limitations and restrictions thereof, as are not inconsistent with the
         provisions of the Delaware General Corporation Law.

Unless otherwise fixed for a series, the number of authorized shares of the
Preferred Stock or of any particular series may be increased or decreased by the
affirmative vote of the holders of a majority of the shares of Common Stock.

         5.       Cumulative voting is prohibited.

         6.       The Corporation is to have perpetual existence.

         7.       To the fullest extent permitted by law, all of the powers of
the management of the business and affairs of the Corporation are hereby
conferred upon the Board of Directors of the Corporation. In furtherance and not
in limitation thereof, the Board of Directors shall have the power to make,
adopt, alter, amend and repeal the Bylaws of the Corporation, subject to the
right of the stockholders to adopt, alter, amend and repeal bylaws made by the
Board of Directors.

         8.       To the fullest extent permitted by the Delaware General
Corporation Law as it now exists or may hereafter be amended, a director of the
Corporation shall not be liable to the Corporation or to any of its stockholders
for monetary damages for breach of fiduciary duty as a director. Any repeal or
modification of this Article 8 shall not increase the personal liability of any
director of the Corporation for any act or occurrence taking place before such
repeal or modification, or otherwise adversely affect any right or protection of
a director of the


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Corporation existing at the time of such repeal or modification. The provisions
of this Article 8 shall not be deemed to limit or preclude indemnification of a
director by the Corporation of any liability of a director which has not been
eliminated by the provisions of this Article 8.

         9.       (a) Each person who was or is made a party or is threatened to
be made a party to or is involved (including, without limitation, as a witness)
in any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative and whether or not by or in the
right of the Corporation (a "proceeding"), by reason of the fact that he or she
is or was a director or officer of the Corporation or, being or having been such
a director or officer, he or she, or a person of whom he or she is a legal
representative, is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action or inaction in an official capacity as a director, officer,
partner, trustee, employee or agent or in any other capacity while serving as a
director, officer, partner, trustee, employee or agent, shall be indemnified and
held harmless by the Corporation to the fullest extent not prohibited by the
Delaware General Corporation Law, public policy or other applicable law as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement) actually
and reasonably incurred or suffered by such person in connection therewith. The
right to indemnification granted in this Article 9(a) shall be a contract right
and shall include the right to be paid by the Corporation the expenses incurred
in defending any proceeding in advance of its final disposition; provided,
however, that the payment of such expenses in advance of the final disposition
of a proceeding shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined (including the final resolution
of any suit which may be brought by such director or officer pursuant to the
Bylaws of the Corporation seeking to enforce rights of indemnification) that
such director or officer is not entitled to be indemnified under this Article
9(a) or otherwise. The indemnification granted in this Article 9(a) shall
continue as to a person who has ceased to be a director, officer, partner,
trustee, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except as may be provided
in the Bylaws of the Corporation with respect to proceedings seeking to enforce
rights of indemnification, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.

                  (b) If a claim under Article 9(a) is not paid in full by the
Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for expenses incurred in defending a
proceeding in advance of its final disposition, in which case the applicable
period shall be twenty days, the claimant may at any time thereafter bring an
action against the Corporation to recover the unpaid amount of the claim and, to
the extent successful in whole or in part, the claimant shall be entitled to be
paid also the expense of prosecuting such claim. The claimant shall be presumed
to be entitled to indemnification under Article 9(a) upon submission of a
written claim (and, in an action brought to enforce a claim for expenses
incurred


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in defending any proceeding in advance of its final disposition, upon tender of
any required undertaking), and thereafter the Corporation shall have the burden
of proof to overcome the presumption that the claimant is so entitled. Neither
the failure of the Corporation (including its Board of Directors, independent
legal counsel or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel or its stockholders) that the
claimant is not entitled to indemnification shall be a defense to the action or
create a presumption that the claimant is not so entitled. If an action is
brought pursuant to Article 9(a), a final nonappealable order in such action
shall constitute the ultimate determination of the claimant's right to
indemnification.

                  (c) The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition granted
in Article 9(a) shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of this Certificate of
Incorporation or the Bylaws of the Corporation, agreement, vote of stockholders
or disinterested directors or otherwise. The Corporation shall have the express
right to grant additional indemnity without seeking further approval by the
stockholders. All applicable indemnity provisions and any applicable law shall
be interpreted and applied so as to provide a claimant with the broadest
nonduplicative indemnity legally possible.

                  (d) Any repeal or amendment of this Article 9 or any portion
hereof by the stockholders of the Corporation or by changes in applicable law
shall, to the extent permitted by applicable law, be prospective only, and shall
not adversely affect any right of any person to indemnification and advancement
of expenses existing at the time of such repeal or amendment.

                  (e) In the event that any provision of this Article 9 is
determined by a court to require the Corporation to do or to fail to do an act
which is in violation of applicable law, such provision shall be limited or
modified in its application to the minimum extent necessary to avoid a violation
of law, and, as so limited or modified, such provision and the balance of this
Article 10 shall remain in full force and effect.

         10.      No action required to be taken or which may be taken at any
annual or special meeting of shareholders of the Corporation may be taken
without a meeting, and the power of the shareholders to consent in writing,
without a meeting, to the taking of any action is hereby specifically denied.

         11.      The Corporation reserves the right to amend, alter, change, or
repeal any provisions contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders of the Corporation herein are granted subject to this reservation.

         IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be duly executed by its authorized officers this
16th day of June, 1992.


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                                                     BROADWAY & SEYMOUR, INC.


                                                     By: /s/ W. W. Neal
                                                         -----------------------
                                                         Chairman of the Board
                                                         of Directors

ATTEST:


/s/ Willam G. Seymour
-------------------------
       Secretary


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