<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                     EXHIBIT 3.1


                                 *200321700938*


<Table>
<S>          <C>             <C>                          <C>         <C>     <C>         <C>    <C>
DATE:        DOCUMENT ID     DESCRIPTION                  FILING      EXPED   PENALTY     CERT   COPY
08/06/2003   200321700938    DOMESTIC/AMENDED RESTATED    **********  100 00      .00      .00     00
                             ARTICLES(AMA)
</Table>



                                     RECEIPT

                 This is not a bill. Please do not remit payment.



      CALFEE HALTER, ESQ.
      1650 FIFTH THIRD CENTER
      21 E. STATE STREET
      COLUMBUS, OH 43215


================================================================================


                                  STATE OF OHIO
                                   CERTIFICATE
                  OHIO SECRETARY OF STATE, J. KENNETH BLACKWELL

                                     799739

         It is hereby certified that the Secretary of State of Ohio has
                       custody of the business records for

                          DATATRAK INTERNATIONAL, INC.

        and, that said business records show the filing and recording of:

Document(s):                                      Document No(s):
DOMESTIC/AMENDED RESTATED ARTICLES                200321700938









        (SEAL STAMP)                Witness my hand and the seal of the
                                    Secretary of State at Columbus, Ohio this
                                    6th day of August, A.D. 2003.

   United States of America                /S/ J. KENNETH BLACKWELL
        State of Ohio
Office of the Secretary of State            Ohio Secretary of State



================================================================================



<PAGE>
(SEAL STAMP)
www.slate.oh.us/sos
e-mail: busserv@sos state oh us

                       PRESCRIBED BY J. KENNETH BLACKWELL
                            Ohio Secretary of State
                          Central Ohio: (614) 466-3910
                   Toll Free: 1-877-SOS-FILE (1-877-767-3453)

                                       EXPEDITE THIS FORM: (SELECT ONE)
                                       ----------------------------------
                                       MAIL FORM TO ONE OF THE FOLLOWING:
                                       ----------------------------------
                                       [X] YES  PO BOX 1390
                                                COLUMBUS, OH 43216
                                       ***Requires an additional fee
                                             of $100***
                                       ----------------------------------
                                       [ ] NO   PO BOX 1028
                                                COLUMBUS, OH 43216


                           CERTIFICATE OF AMENDMENT BY
                             SHAREHOLDERS OR MEMBERS
                                   (Domestic)
                                Filing Fee $50.00

<Table>
<Caption>
 (CHECK ONLY ONE (1) BOX)
-------------------------------------------------------------------------------------------------------
<S>                        <C>                         <C>                      <C>
(1) Domestic for Profit    PLEASE READ INSTRUCTIONS    (2) Domestic Non-Profit
    [X] Amended            [ ] Amendment                [ ]Amended              [ ]Amendment
    (122-AMAP)                (125-AMDS)                (126-AMAN)                (128-AMD)
-------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------
COMPLETE THE GENERAL INFORMATION IN THIS SECTION FOR THE BOX CHECKED ABOVE.
-------------------------------------------------------------------------------------------------------

Name of Corporation     DataTRAK International, Inc.
                        --------------------------------------
Charter Number          799739
                        --------------------------------------

Name of Officer         Dr. Jeffrey A. Green
                        --------------------------------------

Title                   President and Chief Executive Officer
                        --------------------------------------

[X] Please check if additional provisions attached.     See Attachment

The above named Ohio corporation, does hereby certify that:

[X] A meeting of the    [X] Shareholders        [ ] directors (non-profit amended articles only)

[ ] members was duly called and held on    June 3, 2003
                                          --------------
                                              (Date)

at which meeting a quorum was present in person or by proxy, based upon the
quorum present, an affirmative vote was cast which entitled them to exercise
84.29% as the voting power of the corporation

[ ] In a writing signed by all of the [ ] shareholders [ ] directors (non-profit amended articles only)

[ ] members who would be entitled to the notice of a meeting or such other
    proportion not less than a majority as the articles of regulations or bylaws
    permit
-------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------
CLAUSE APPLIES IF AMENDED BOX IS CHECKED.
-------------------------------------------------------------------------------------------------------

Resolved, that the following amended articles of incorporations be and the same
are hereby adopted to supercede and take the place of the existing articles of
incorporation and all amendments thereto.
-------------------------------------------------------------------------------------------------------
</Table>



                                  Page 1 of 2



<PAGE>



--------------------------------------------------------------------------------
All of the following information must be completed if an amended box is checked.
If an amendment box is checked, complete the areas that apply
--------------------------------------------------------------------------------

FIRST:  The name of the corporation is:  DataTRAK International, Inc.

SECOND: The place in the State of Ohio where its principal office is located is
        in the City of:

        Mayfield Heights                                Cuyahoga
        ----------------------------------------      ------------
        (city, village or township)                     (county)

THIRD:  The purposes of the corporation are as follows:

        The purpose or purposes for which, or for any of which, the Corporation
        is formed are to enter into, promote or conduct any kind of
        business, contract or undertaking permitted to corporations for profit
        organized under the General Corporation Laws of the State of Ohio, to
        engage in any lawful act or activity for which corporations may be
        formed under Sections 1701.01 to 1701.98, inclusive, of the Revised Code
        of Ohio, and, in connection therewith, to exercise all express and
        incidental powers normally permitted such corporations.

FOURTH: The number of shares which the corporation is authorized to have
        outstanding is: See Attachment
                          (Does not apply to box (2))
--------------------------------------------------------------------------------

       REQUIRED                 /s/ JEFFREY A. GREEN                     7/30/03
                                -------------------------------------    -------
Must be authenticated           Authorized Representative                 Date
(signed) by an authorized
representative                  Dr. Jeffrey A. Green
  (See Instructions)            -------------------------------------
                                (Print Name)

                                President and Chief Executive Officer
                                -------------------------------------

                                -------------------------------------

                                -------------------------------------    -------
                                Authorized Representative                 Date


                                -------------------------------------
                                (Print Name)

                                -------------------------------------

                                -------------------------------------




                                  Page 2 of 2

<PAGE>


                                  ATTACHMENT TO
                      AMENDED ARTICLES OF INCORPORATION OF
                          DATATRAK INTERNATIONAL, INC.


Additional Provisions:

                                 ARTICLE FOURTH

                  The authorized number of shares of capital stock of the
Corporation shall consist of 26,000,000 shares, of which 25,000,000 shall be
Common Shares, without par value, and 1,000,000 shall be Serial Preferred
Shares, without par value.

                                  Subdivision A

                Provisions Applicable to Serial Preferred Shares

         1. General.

                  (a) The Serial Preferred Shares may be issued, from time to
time, in one or more series, with such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issue of such series adopted by the Board of
Directors. The Board of Directors, in such resolution or resolutions (a copy of
which shall be filed and recorded as required by law), is also expressly
authorized to fix:

                           (i) The distinctive serial designations and the
                  division of such shares into series and the number of shares
                  of a particular series, which may be increased or decreased,
                  but not below the number of shares thereof then outstanding,
                  by a certificate made, signed, filed and recorded as required
                  by law;

                           (ii) The annual dividend rate for the particular
                  series, and the date or dates from which dividends on all
                  shares of such series shall be cumulative, if dividends on
                  shares of the particular series shall be cumulative;

                           (iii) The redemption price or prices, if any, for the
                  particular series;

                           (iv) The right, if any, of the holders of a
                  particular series to convert such stock into other classes of
                  shares, and the terms and conditions of such conversions; and

                           (v) The obligation, if any, of the Corporation to
                  purchase and retire and redeem shares of a particular series
                  as a sinking fund or redemption or purchase account, the terms
                  thereof and the redemption price or prices per share for such
                  series redeemed pursuant to the sinking fund or redemption or
                  purchase account.


<PAGE>


                  (b) All shares of any one series of Serial Preferred Shares
shall be alike in every particular and all series shall rank equally and be
identical in all respects except insofar as they may vary with respect to the
matters which the Board of Directors is hereby expressly authorized to determine
in the resolution or resolutions providing for the issue of any series of the
Serial Preferred Shares

         2. Rights on Liquidation.

                  In the event of any liquidation, dissolution or winding up of
the affairs of the Corporation, before any distribution or payment shall have
been made to the holders of the Common Shares, the holders of the Serial
Preferred Shares of each series shall be entitled to be paid, or to have set
apart in trust for payment, an amount from the net assets of the Corporation
equal to that stated and expressed in the resolution or resolutions adopted by
the Board of Directors which provide for the issue of such series,
respectively. The remaining net assets of the Corporation shall be distributed
solely among the holders of the Common Shares according to their respective
shares.

         3. Voting.

                  (a) The holders of Serial Preferred Shares shall be entitled
to one vote for each Serial Preferred Share upon all matters presented to the
shareholders, and, except as otherwise provided by these Articles of
Incorporation or required by law, the holders of Serial Preferred Shares and the
holders of Common Shares shall vote together as one class on all matters. No
adjustment of the voting rights of holders of Serial Preferred Shares shall be
made in the event of an increase or decrease in the number of Common Shares
authorized or issued or in the event of a stock split or combination of the
Common Shares or in the event of a stock dividend on any class of stock payable
solely in Common Shares.

                  (b) The affirmative vote of the holders of at least two-thirds
of the Serial Preferred Shares at the time outstanding, given in person or by
proxy at a meeting called for the purpose at which the holders of Serial
Preferred Shares shall vote separately as a class, shall be necessary to adopt
any amendment to the Articles of Incorporation (but so far as the holders of
Serial Preferred Shares are concerned, such amendment may be adopted with such
vote) which:

                           (i) changes issued shares of Serial Preferred Shares
                  of all series then outstanding into a lesser number of shares
                  of the Corporation of the same class and series or into the
                  same or a different number of shares of the Corporation of any
                  other class or series; or

                          (ii) changes the express terms of the Serial Preferred
                 Shares in any manner substantially prejudicial to the holders
                 of all series thereof then outstanding; or

                         (iii) authorizes shares of any class, or any security
                 convertible into shares of any class, ranking prior to the
                 Serial Preferred Shares; or


                                        2

<PAGE>


                           (iv) changes the express terms of issued shares of
                  any class ranking prior to the Serial Preferred Shares in any
                  manner substantially prejudicial to the holders of all series
                  of Serial Preferred Shares then outstanding;

and the affirmative vote of the holders of at least two-thirds of each affected
series of Serial Preferred Shares at the time outstanding, given in person or by
proxy at a meeting called for the purpose at which the holders of each affected
series of Serial Preferred Shares shall vote separately as a series, shall be
necessary to adopt any amendment to the Articles of Incorporation (but so far as
the holders of each such series of Serial Preferred Shares are concerned, such
amendment may be adopted with such vote) which:

                           (i) changes issued shares of Serial Preferred Shares
                  of one or more but not all series then outstanding into a
                  lesser number of shares of the Corporation of the same series
                  or into the same or a different number of shares of the
                  Corporation of any other class or series; or

                           (ii) changes the express terms of any series of the
                  Serial Preferred Shares in any manner substantially
                  prejudicial to the holders of one or more but not all series
                  thereof then outstanding; or

                           (iii) changes the express terms of issued shares of
                  any class ranking prior to the Serial Preferred Shares in any
                  manner substantially prejudicial to the holders of one or more
                  but not all series of Serial Preferred Shares then
                  outstanding.

         4. Ranking

                  Whenever reference is made herein to shares "ranking prior to
the Serial Preferred Shares," such reference shall mean and include all shares
of the Corporation in respect of which the rights of the holders thereof either
as to the payment of dividends or as to distributions in the event of a
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation are given preference over the rights of the holders of Serial
Preferred Shares; whenever reference is made to shares "on a parity with the
Serial Preferred Shares," such reference shall mean and include all shares of
the Corporation in respect of which the rights of the holders thereof (i)
neither as to the payment of dividends nor as to distributions in the event of a
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation are given preference over the rights of the holders of Serial
Preferred Shares and (ii) either as to the payment of dividends or as to
distributions in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation rank equally (except as to the
amounts fixed therefor) with the rights of the holders of Serial Preferred
Shares; and whenever reference is made to shares "ranking junior to the Serial
Preferred Shares," such reference shall mean and include all shares of the
Corporation in respect of which the rights of the holders thereof both as to the
payment of dividends and as to distribution in the event of a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation are junior
and subordinate to the rights of the holders of the Serial Preferred Shares.


                                        3
<PAGE>


                                  Subdivision B

                     Provisions Applicable to Common Shares

                  The Common Shares shall be subject to the express terms of the
Serial Preferred Shares and of any series thereof and shall have the following
voting powers, designations, preferences and relative, participating, optional
and other special rights, and qualifications, limitations or restrictions
thereof:

         1. Dividends.

                  Whenever the full dividends upon any outstanding Serial
Preferred Shares for all past dividend periods shall have been paid and the full
dividends thereon for the then current respective dividend periods shall have
been paid, or declared and a sum sufficient for the respective payments thereof
set apart, the holders of the Common Shares shall be entitled to receive such
dividends and distributions, payable in cash or otherwise, as may be declared
thereon by the Board of Directors from time to time out of assets or funds of
the Corporation legally available therefor.

         2. Rights on Liquidation.

                  In the event of any liquidation, dissolution or winding-up of
the Corporation, whether voluntary or involuntary, after the payment or setting
apart for payment to the holders of any outstanding Serial Preferred Shares of
the full preferential amounts to which such holders are entitled as herein
provided or referred to, all of the remaining assets of the Corporation shall
belong to and be distributable in equal amounts per share to the holders of the
Common Shares. For purposes of this paragraph 2, a consolidation or merger of
the Corporation with any other corporation, or the sale, transfer or lease of
all or substantially all its assets shall not constitute or be deemed a
liquidation, dissolution or winding up of the Corporation.

         3. Voting.

                  Each Common Share shall entitle the holder thereof to one
vote.

                                  ARTICLE FIFTH

         1. Number and Classification of Directors.

                  (a) The Board of Directors shall consist of not less than
three nor more than fifteen members and shall be divided into two classes, Class
I and Class II, which shall be as nearly equal in number as possible. Subject to
the foregoing limitations, the number of Directors shall be fixed by, or in the
manner provided in, the Code of Regulations of the Corporation. In the event
that the total number of Directors is not divisible by two, the extra Director
shall be assigned to Class I. The Directors to be elected at each annual meeting
of Shareholders shall be the only members of the class whose term of office
then expires. Each Director shall serve for a term ending on the date of the
second annual meeting of Shareholders following the meeting at which such
Director was elected.


                                        4
<PAGE>


                  (b) In the event of any increase or decrease in the authorized
number of Directors, each Director then serving as such shall nevertheless
continue as a Director of the class of which he or she is a member until the
expiration of his or her current term, or his or her prior death, retirement,
resignation or removal, and the newly created or eliminated directorships
resulting from such increase or decrease shall be apportioned by the Board of
Directors among the two classes of Directors as provided above in this Article
Fifth.

                  (c) Notwithstanding any of the foregoing provisions of this
Article, each Director shall serve until his or her successor is elected and
qualified or until his or her prior death, retirement, resignation or removal.
No Director may be removed except for cause and (in addition to the affirmative
vote which may be required of the holders of any series of Preferred Shares
which may then be outstanding) by the affirmative vote of the holders of at
least a majority of the outstanding Common Shares of the Corporation entitled to
vote thereon. Should a vacancy occur or be created, whether arising through
death, resignation or removal of a Director or through an increase in the number
of Directors, such vacancy shall be filled by a majority vote of the Directors
then in office, or by the sole remaining Director if only one Director remains
in office. A Director so elected to fill a vacancy shall serve for the remainder
of the present term of office of the class to which he or she was elected.

                                  ARTICLE SIXTH

                  The Corporation may purchase, from time to time, and to the
extent permitted by the laws of Ohio, shares of any class of stock issued by it.
Such purchases may be made either in the open market or at private or public
sale, and in such manner and amounts, from such holder or holders of outstanding
shares of the Corporation and at such prices as the Board of Directors of the
Corporation shall from time to time determine, and the Board of Directors is
hereby empowered to authorize such purchases from time to time without any vote
of the holders of any class of shares now or hereafter authorized and
outstanding at the time of any such purchase.

                                 ARTICLE SEVENTH

                  The preemptive right to purchase additional shares or any
other securities of the Corporation is expressly denied to all shareholders of
all classes.

                                 ARTICLE EIGHTH

                  The right of shareholders to vote cumulatively in the election
of Directors of the Corporation is expressly denied to all shareholders of all
classes.

                                  ARTICLE NINTH

                  Notwithstanding any provisions of the laws of the State of
Ohio now or hereafter in force requiring for any action the affirmative vote of
the holders of shares entitling them to exercise a designated proportion (but
less than all) of the voting power of the Corporation or of any class or classes
of shares thereof; such action may be taken by the affirmative vote of the
holders of shares entitling them to exercise a majority of the voting power of
the Corporation or of such class or classes, except that no amendment of these
Amended and Restated Articles of Incorporation shall be effective to amend,
alter, repeal or change the effect of any of the


                                        5
<PAGE>


provisions of Articles Fifth, Seventh, Eighth, Ninth or Tenth hereof unless such
amendment shall receive the affirmative vote of the holders of at least eighty
percent (80%) of the outstanding Common Shares of the Corporation entitled to
vote thereon and at least a majority of the Common Shares entitled to vote
thereon held by shareholders none of whom is as of the record date fixed for
such vote, a "Related Person" (as hereinafter defined), an affiliate of a
Related Person, or an associate of a Related Person; provided, however, that
such voting requirement shall not be applicable to the approval of such an
amendment if such amendment shall have been proposed and authorized by action of
a majority of the "Disinterested Directors" (as hereinafter defined) of the
Corporation.

                                  ARTICLE TENTH

         1        Voting Requirements for Certain Business Combinations
                  Involving a Related Person.

                  (a) In addition to the affirmative vote which may be required
of the holders of any series of Preferred Shares which may then be outstanding,
the affirmative vote of the holders of not less than eighty percent (80%) of the
outstanding Common Shares of the Corporation, which shall include the
affirmative vote of at least a majority of the outstanding Common Shares held by
shareholders other than the "Related Person" (as hereinafter defined), shall be
required for the approval or authorization of any "business combination" (as
hereinafter defined) of the Corporation with any Related Person; provided,
however, that such voting requirements shall not be applicable if the
shareholders are asked to approve or authorize a particular business combination
which has been authorized and proposed to the shareholders by action of the
Board of Directors of the Corporation by the affirmative vote of a majority of
the Directors then in office and by the affirmative vote of a majority of
Disinterested Directors then in office, or if the shareholders are asked to
approve or authorize a particular business combination as to which both of the
following conditions are satisfied:

                           (i) the aggregate amount of the cash and the fair
                  market value of the consideration other than cash to be
                  received per share by the holders of the Common Shares of the
                  Corporation in such business combination is at least equal to
                  the greater of (1) the highest price per share (including any
                  brokerage commissions, transfer taxes and soliciting dealer's
                  fees) paid or agreed to be paid by the Related Person to
                  acquire beneficial ownership of any Common Shares (with
                  appropriate adjustments for recapitalizations, and for stock
                  splits, stock dividends and like distributions), (2) the
                  highest price per share (including any brokerage commissions,
                  transfer taxes and soliciting dealer's fees) paid by any
                  person to acquire beneficial ownership of any Common Shares on
                  the open market at any time during the twenty-four month
                  period immediately prior to the taking of such vote, or (3)
                  the per share book value of such Common Shares at the end of
                  the calendar quarter immediately preceding the taking of such
                  vote; and

                           (ii) the consideration to be received by holders of
                  Common Shares in such business combination shall be in the
                  same form and of the same kind as the most favorable form and
                  kind of consideration paid by the Related Person in


                                                      6
<PAGE>


                  acquiring beneficial ownership of any of the Common Shares
                  already held, directly or indirectly, by it.

The determination of a majority of the Disinterested Directors of the
Corporation, made in good faith and based upon information known to them after
reasonable inquiry, shall be conclusive as to all facts necessary for compliance
with this Article Tenth, including without limitation (A) whether any person,
partnership, corporation or firm is a Related Person or affiliate or associate
as defined herein, and (B) the most favorable form and kind of consideration
paid by the Related Person in acquiring beneficial ownership of Common Shares.

         2.       Definitions.

                  (a) For the purposes of these Articles of Incorporation:

                           (i) The term "business combination" shall mean (1)
                  any merger or consolidation of the Corporation with or into a
                  Related Person, (2) any sale, lease, exchange, transfer or
                  other disposition, including, without limitation, a mortgage
                  or any other security device, of all or any substantial part
                  of the assets of the Corporation (including, without
                  limitation, any voting securities of a subsidiary) or of a
                  subsidiary, to a Related Person, (3) any merger or
                  consolidation of a Related Person with or into the
                  Corporation or a subsidiary of the Corporation, (4) any sale,
                  lease, exchange, transfer or other disposition of all or any
                  substantial part of the assets of a Related Person to the
                  Corporation or a subsidiary of the Corporation, (5) the
                  reclassification of the shares of stock of the Corporation
                  generally possessing voting rights in elections for directors,
                  the purchase by the Corporation of such shares, or the
                  issuance by the Corporation of shares of any securities
                  convertible thereto or exchangeable therefor which in any such
                  case has the effect, directly or indirectly, of increasing the
                  proportionate share of the outstanding shares of any class of
                  equity or convertible securities of the Corporation which are
                  directly or indirectly owned by any Related Person, or (6) any
                  agreement, contract or other arrangement providing for any of
                  the transactions described in this definition of business
                  combination.

                           (ii) The term "Related Person" shall mean and
                  include any individual, corporation, partnership or other
                  person or entity which, together with its "affiliates" and
                  "associates," "beneficially" owns (as those terms are defined
                  in the Securities Exchange Act of 1934 and in the rules
                  thereunder), in the aggregate, 15% or more of the outstanding
                  Common Shares of the Corporation, and any "affiliate" or
                  "associate" of any such individual, corporation, partnership
                  or other person or entity; provided that shares held or over
                  which such entity has the power to vote or otherwise control
                  as a trustee, plan administrator, officer of the Corporation
                  or in a similar capacity under an employee benefit plan of the
                  Corporation or an employee benefit plan of an affiliate of the
                  Corporation shall not be deemed to be beneficially owned for
                  purposes of this definition.


                                       7
<PAGE>


                           (iii) The term "substantial part" shall mean more
                  than ten percent (10%) of the total consolidated assets of the
                  Corporation as of the end of its most recent fiscal year
                  ending prior to the time the determination is made.

                           (iv) Without limitation, any Common Shares of the
                  Corporation which any Related Person has the right to acquire
                  pursuant to any agreement, or upon exercise of conversion
                  rights, warrants or options, or otherwise, shall be deemed
                  beneficially owned by such Related Person.

                           (v) The term "consideration other than cash" shall
                  include, without limitation, outstanding Common Shares of the
                  Corporation retained by its existing shareholders in the event
                  of a business combination with a Related Person in which the
                  Corporation is the surviving corporation.

                           (vi) The term "Disinterested Director" means any
                  member of the Board of Directors of the Corporation who is not
                  the Related Person or an affiliate or associate of the
                  Related Person and was a member of the Board prior to the time
                  that the Related Person became the Related Person, and any
                  successor of a Disinterested Director who is not the Related
                  Person or an affiliate or associate of the Related Person and
                  is recommended to succeed a Disinterested Director by a
                  majority of the Disinterested Directors then in office.


                                       8