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                                                                     EXHIBIT 3.1

                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                            ONYX SOFTWARE CORPORATION

         Pursuant to the provisions of RCW 23B.10.070 of the Washington Business
Corporation Act, Onyx Software Corporation, a Washington corporation, hereby
restates its Articles of Incorporation as heretofore amended:

1.       NAME

         The name of the Company is Onyx Software Corporation (the "COMPANY").

2.       SHARES

         2.1      AUTHORIZED CAPITAL

         Effective upon the filing of Articles of Amendment, every four
outstanding shares of the Company's Common Stock shall be combined and
reconstituted into one share of Common Stock, par value $0.01 per share, of the
Company, thereby giving effect to a 1-for-4 stock split (the "REVERSE SPLIT").
No fractional shares of Common Stock shall be issued in the Reverse Split;
instead, shareholders who would otherwise be entitled to fractional shares will
receive a cash payment in lieu of such fraction. After giving effect to the
Reverse Split, the total number of shares that the Company is authorized to
issue is 100,000,000 shares, consisting of 80,000,000 shares designated as
common stock ("COMMON STOCK") and 20,000,000 shares designated as preferred
stock ("PREFERRED STOCK"), the par value of each of which is $0.01. Common Stock
is subject to the rights and preferences of Preferred Stock as hereinafter set
forth. Except to the extent such rights are granted to Preferred Stock or one or
more series thereof, holders of shares of Common Stock shall have unlimited
voting rights and are entitled to receive the net assets of the Company upon
dissolution.

         2.2      ISSUANCE OF PREFERRED STOCK IN SERIES

         The Company's Board of Directors (the "BOARD") may designate one or
more series of Preferred Stock, and the designation and number of shares within
each series, and shall determine the preferences, limitations, and relative
rights of any shares of Preferred Stock, or of any series of Preferred Stock,
before issuance of any shares of that class or series. Preferred Stock, or any
series thereof, may have rights which are identical to those of Common Stock.
Subject to compliance with the provisions of any series of Preferred Stock, the
Board is also authorized to increase or decrease the number of shares of any
series of Preferred Stock prior or subsequent to the issue of that series, but
not below the number of shares of such series then outstanding. In case the
number of shares of any series shall be so decreased, the shares constituting
such decrease shall resume the status which they had prior to the adoption of
the resolution originally fixing the number of shares of such series.

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         2.3      DIVIDENDS

         The holders of shares of Preferred Stock shall be entitled to receive
dividends, out of the funds of the Company legally available therefor, at the
rate and at the time or times, whether cumulative or noncumulative, as may be
provided by the Board in designating a particular series of Preferred Stock. If
such dividends on the Preferred Stock shall be cumulative, then if dividends
shall not have been paid, the deficiency shall be fully paid or the dividends
declared and set apart for payment at such rate, but without interest on
cumulative dividends, before any dividends on the Common Stock shall be paid or
declared and set apart for payment. Shares of one class or series may be issued
as a share dividend in respect to shares of another class or series.

         2.4      REDEMPTION

         Preferred Stock may be redeemable at such price, in such amount, and at
such time or times as may be provided by the Board in designating a particular
series of Preferred Stock. In any event, such Preferred Stock may be repurchased
by the Company to the extent legally permissible.

         2.5      LIQUIDATION

         In the event of any liquidation, dissolution, or winding up of the
affairs of the Company, whether voluntary or involuntary, then, before any
distribution shall be made to the holders of the Common Stock, the holders of
the Preferred Stock at the time outstanding shall be entitled to be paid the
preferential amount or amounts per share as may be provided by the Board in
designating a particular series of Preferred Stock and dividends accrued thereon
to the date of such payment. The holders of the Preferred Stock shall not be
entitled to receive any distributive amounts upon the liquidation, dissolution,
or winding up of the affairs of the Company other than the distributive amounts
referred to in this section, unless otherwise provided by the Board in
designating a particular series of Preferred Stock.

         2.6      CONVERSION

         Shares of Preferred Stock may be convertible into Common Stock of the
Company upon such terms and conditions, at such rate and subject to such
adjustments as may be provided by the Board in designating a particular series
of Preferred Stock.

         2.7      VOTING RIGHTS

         Holders of Preferred Stock shall have such voting rights as may be
provided by the Board in designating a particular series of Preferred Stock.

         2.8      DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A
                  PARTICIPATING CUMULATIVE PREFERRED STOCK

         The following series of Preferred Stock is hereby designated, which
series shall have the

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rights, preferences and privileges and limitations set forth below:

                  2.8.1    DESIGNATION OF SERIES A PARTICIPATING CUMULATIVE
                           PREFERRED STOCK

         The shares of such series shall be designated the "Series A
Participating Cumulative Preferred Stock" (the "SERIES A PREFERRED STOCK"), par
value $0.01 per share. The number of shares initially constituting the Series A
Preferred Stock, after giving effect to the Reverse Split, shall be 800,000;
provided, however, if more than a total of 800,000 shares of Series A Preferred
Stock shall be issuable upon the exercise of Rights (the "RIGHTS") issued
pursuant to the Rights Agreement dated as of October 25, 1999 between the
Company and Mellon Investor Services LLC (as successor to ChaseMellon
Shareholder Services, L.L.C.), as Rights Agent, as amended (the "RIGHTS
AGREEMENT"), the Company's Board of Directors, pursuant to RCW 23B.06.020 of the
Washington Business Corporation Act, shall direct by resolution or resolutions
that Articles of Amendment be properly executed and filed with the Washington
Secretary of State providing for the total number of shares of Series A
Preferred Stock authorized for issuance to be increased (to the extent that the
Restated Articles of Incorporation then permit) to the largest number of whole
shares (rounded up to the nearest whole number) issuable upon exercise of such
Rights. In addition, such number of shares may be decreased by resolution of the
Board of Directors; provided, however, that no decrease shall reduce the number
of shares of Series A Preferred Stock to a number less than the number of shares
then outstanding plus the number of shares reserved for issuance upon the
exercise of outstanding options, rights or warrants or upon the conversion of
any outstanding securities issued by the Company convertible into Series A
Preferred Stock.

                  2.8.2    DIVIDENDS AND DISTRIBUTIONS

                           (a)      Subject to the prior and superior rights of
the holders of shares of any other series of Preferred Stock or other class of
capital stock of the Company ranking prior and superior to the shares of Series
A Preferred Stock with respect to dividends, the holders of shares of Series A
Preferred Stock shall be entitled to receive, when, as, and if declared by the
Board of Directors, out of the assets of the Company legally available therefor,
quarterly dividends payable in cash on the last day of each fiscal quarter in
each year, or such other dates as the Company's Board of Directors shall approve
(each such date being referred to in this Designation as a "QUARTERLY DIVIDEND
PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or a fraction of a share of Series A Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (i) $0.01 and (ii) the Formula Number (as hereinafter defined) then in effect
times the cash dividends then to be paid on each share of Common Stock. In
addition, if the Company shall pay any dividend or make any distribution on the
Common Stock payable in assets, securities or other forms of noncash
consideration (other than dividends or distributions solely in shares of Common
Stock), then, in each such case, the Company shall simultaneously pay or make on
each outstanding whole share of Series A Preferred Stock a dividend or
distribution in like kind equal to the Formula Number then in effect times such
dividend or distribution on each share of Common Stock. As used in this
Designation and in the Rights Agreement, the "Formula Number" shall be 100
(after giving effect to the Reverse Split); provided, however, that if at any

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                                                                             -3-

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time after November 5, 1999 the Company shall (i) declare or pay any dividend on
the Common Stock payable in shares of Common Stock or make any distribution on
the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or
otherwise) the outstanding shares of Common Stock into a larger number of shares
of Common Stock, or (iii) combine (by a reverse stock split or otherwise) the
outstanding shares of Common Stock into a smaller number of shares of Common
Stock, then in each such event the Formula Number shall be adjusted to a number
determined by multiplying the Formula Number in effect immediately prior to such
event by a fraction, the numerator of which is the number of shares of Common
Stock that are outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that are outstanding immediately
prior to such event (and rounding the result to the nearest whole number); and
provided further, that if at any time after November 5, 1999 the Company shall
issue any shares of its capital stock in a merger, reclassification or change of
the outstanding shares of Common Stock, then in each such event the Formula
Number shall be appropriately adjusted to reflect such merger, reclassification
or change so that each share of Preferred Stock continues to be the economic
equivalent of a Formula Number of shares of Common Stock prior to such merger,
reclassification or change.

                           (b)      The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in Section 2.8.2(a)
immediately prior to or at the same time it declares a dividend or distribution
on the Common Stock (other than a dividend or distribution solely in shares of
Common Stock); provided, however, that in the event no dividend or distribution
(other than a dividend or distribution in shares of Common Stock) shall have
been declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $.01 per share on the Series A Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date. The Corporation's
Board of Directors may fix a record date for the determination of holders of
shares of Series A Preferred Stock entitled to receive a dividend or
distribution declared thereon, which record date shall be the same as the record
date for any corresponding dividend or distribution on the Common Stock and
which shall not be more than 60 days prior to the date fixed for payment
thereof.

                           (c)      Dividends shall begin to accrue and be
cumulative on outstanding shares of Series A Preferred Stock from and after the
Quarterly Dividend Payment Date next preceding the date of original issue of
such shares of Series A Preferred Stock; provided, however, that dividends on
such shares that are originally issued after the record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive a quarterly dividend on or prior to the next succeeding Quarterly
Dividend Payment Date shall begin to accrue and be cumulative from and after
such Quarterly Dividend Payment Date. Notwithstanding the foregoing, dividends
on shares of Series A Preferred Stock that are originally issued prior to the
record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive a quarterly dividend on or prior to the first
Quarterly Dividend Payment Date shall be calculated as if cumulative from and
after the last day of the fiscal quarter (or such other Quarterly Dividend
Payment Date as the Company's Board of Directors shall approve) next preceding
the date of original issuance of such shares. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Series A Preferred Stock in
an

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                                                                             -4-
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amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding.

                           (d)      So long as any shares of Series A Preferred
Stock are outstanding, no dividends or other distributions shall be declared,
paid or distributed, or set aside for payment or distribution, on the Common
Stock unless, in each case, the dividend required by this Section 2.8.2 to be
declared on the Series A Preferred Stock shall have been declared.

                           (e)      The holders of shares of Series A Preferred
Stock shall not be entitled to receive any dividends or other distributions
except as provided in this Designation.

                  2.8.3    VOTING RIGHTS

         The holders of shares of Series A Preferred Stock shall have the
following voting rights:

                           (a)      Each holder of Series A Preferred Stock
shall be entitled to a number of votes equal to the Formula Number then in
effect for each share of Series A Preferred Stock held of record on each matter
on which holders of the Common Stock or shareholders generally are entitled to
vote, multiplied by the maximum number of votes per share that any holders of
the Common Stock or shareholders generally then have with respect to such matter
(assuming any holding period or other requirement to vote a greater number of
shares is satisfied).

                           (b)      Except as otherwise provided in this
Designation or by applicable law, the holders of shares of Series A Preferred
Stock and the holders of shares of Common Stock and any other capital stock of
the Company having general voting rights shall vote together as one class for
the election of directors of the Company and on all other matters submitted to a
vote of shareholders of the Company.

                           (c)      Except as provided in this Designation or by
applicable law, holders of Series A Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth in this Designation)
for authorizing or taking any corporate action.

                  2.8.4    CERTAIN RESTRICTIONS

                           (a)      Whenever quarterly dividends or other
dividends or distributions payable on the Series A Preferred Stock as provided
in Section 2.8.2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of Series A
Preferred Stock outstanding shall have been paid in full, the Company shall not:

                                    (i)      declare or pay dividends on, make
         any other distributions on, or redeem or purchase or otherwise acquire
         for consideration any shares of stock ranking junior (either as to
         dividends or upon liquidation, dissolution or winding up) to the Series
         A Preferred Stock;

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                                                                             -5-

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                                    (ii)     declare or pay dividends on or make
         any other distributions on any shares of stock ranking on a parity
         (either as to dividends or upon liquidation, dissolution or winding up)
         with the Series A Preferred Stock, except dividends paid ratably on the
         Series A Preferred Stock and all such parity stock on which dividends
         are payable or in arrears in proportion to the total amounts to which
         the holders of all such shares are then entitled;

                                    (iii)    redeem or purchase or otherwise
         acquire for consideration shares of any stock ranking junior (either as
         to dividends or upon liquidation, dissolution or winding up) with the
         Series A Preferred Stock; provided, however, that the Company may at
         any time redeem, purchase or otherwise acquire shares of any such
         junior stock in exchange for shares of any stock of the Company ranking
         junior (either as to dividends or upon dissolution, liquidation or
         winding up) to the Series A Preferred Stock; or

                                    (iv)     redeem or purchase or otherwise
         acquire for consideration any shares of Series A Preferred Stock, or
         any shares of stock ranking on a parity with the Series A Preferred
         Stock, except in accordance with a purchase offer made in writing or by
         publication (as determined by the Company's Board of Directors) to all
         holders of such shares upon such terms as the Company's Board of
         Directors, after consideration of the respective annual dividend rates
         and other relative rights and preferences of the respective series and
         classes, shall determine in good faith will result in fair and
         equitable treatment among the respective series or classes.

                           (b)      The Company shall not permit any subsidiary
of the Company to purchase or otherwise acquire for consideration any shares of
stock of the Company unless the Company could, under paragraph (a) of this
Section 2.8.4, purchase or otherwise acquire such shares at such time and in
such manner.

                  2.8.5    LIQUIDATION RIGHTS

         Upon the liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, no distribution shall be made to (a) the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock unless, prior
thereto, the holders of shares of Series A Preferred Stock shall have received
an amount equal to the greater of (i) $.01 per share and (ii) the accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment, plus an aggregate amount per share equal to the Formula Number
then in effect times the aggregate amount to be distributed per share to holders
of Common Stock or (b) the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all other such parity stock in proportion to the total
amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up.



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                  2.8.6    CONSOLIDATION, MERGER, ETC.

         In case the Company shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case the then outstanding shares of Series A
Preferred Stock shall at the same time be similarly exchanged or changed into an
amount per share equal to the Formula Number then in effect times the aggregate
amount of stock, securities, cash and/or any other property (payable in kind),
as the case may be, into which or for which each share of Common Stock is
exchanged or changed. In the event both this Section 2.8.6 and Section 2.8.2
appear to apply to a transaction, this Section 2.8.6 will control.

                  2.8.7    NO REDEMPTION; NO SINKING FUND

                           (a)      The shares of Series A Preferred Stock shall
not be subject to redemption by the Company or at the option of any holder of
Series A Preferred Stock; provided, however, that the Company may purchase or
otherwise acquire outstanding shares of Series A Preferred Stock in the open
market or by offer to any holder or holders of shares of Series A Preferred
Stock.

                           (b)      The shares of Series A Preferred Stock shall
not be subject to or entitled to the operation of a retirement or sinking fund.

                  2.8.8    RANKING

         The Series A Preferred Stock shall rank junior to all other series of
Preferred Stock of the Company, unless the Company's Board of Directors shall
specifically determine otherwise in fixing the powers, preferences and relative,
participating, optional and other special rights of the shares of such series
and the qualifications, limitations and restrictions thereof.

                  2.8.9    FRACTIONAL SHARES

         The Series A Preferred Stock shall be issuable upon exercise of the
Rights issued pursuant to the Rights Agreement in whole shares or in any
fractional share that is one one-hundredth (1/100th) of a share or any integral
multiple of such fraction, and shall entitle the holder, in proportion to such
holder's fractional shares, to receive dividends, exercise voting rights,
participate in distributions and have the benefit of all other rights of holders
of Series A Preferred Stock. In lieu of fractional shares, the Company, prior to
the first issuance of a share or a fractional share of Series A Preferred Stock,
may elect to (a) make a cash payment as provided in the Rights Agreement for a
fractional share other than one one-hundredth (1/100th) of a share or any
integral multiple thereof or (b) issue depository receipts evidencing such
authorized fractional share of Series A Preferred Stock pursuant to an
appropriate agreement between the Company and a depository selected by the
Company; provided, however, that such agreement shall provide that the holders
of such depository receipts shall have all the rights, privileges and
preferences to which they are entitled as holders of the Series A Preferred
Stock.



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                  2.8.10   REACQUIRED SHARES

         Any shares of Series A Preferred Stock purchased or otherwise acquired
by the Company in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock, without designation as
to series until such shares are once more designated as part of a particular
series by the Company's Board of Directors pursuant to the provisions of Article
2 of the Restated Articles of Incorporation.

                  2.8.11   AMENDMENT

         None of the powers, preferences and relative, participating, optional
and other special rights of the Series A Preferred Stock as provided in this
Designation or in the Restated Articles of Incorporation shall be amended in any
manner that would alter or change the powers, preferences, rights or privileges
of the holders of Series A Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of at least two-thirds of the
outstanding shares of Series A Preferred Stock, voting as a separate class.

3.       PREEMPTIVE RIGHTS

         The shareholders of the Company have no preemptive rights to acquire
additional shares of the capital stock of the Company.

4.       CUMULATIVE VOTING

         The shareholders of the Company shall not be entitled to cumulative
voting at any election of directors.

5.       DIRECTORS

         5.1      NUMBER; ELECTION; TERM

         The number of Directors of the Company shall be determined in the
manner provided by the Bylaws and may be increased or decreased from time to
time in the manner provided therein. Prior to the 2000 annual election of
Directors, unless a Director earlier dies, resigns or is removed, his or her
term of office shall expire at the next annual meeting of shareholders. At the
2000 annual election of Directors, the Board shall be divided into three
classes, with said classes to be as equal in number as may be possible, with any
Director or Directors in excess of the number divisible by three being assigned
to Class 3 and Class 2, as the case may be. At the first election of Directors
to such classified Board, each Class 1 Director shall be elected to serve until
the next ensuing annual meeting of shareholders, each Class 2 Director shall be
elected to serve until the second ensuing annual meeting of shareholders and
each Class 3 Director shall be elected to serve until the third ensuing annual
meeting of shareholders. At each annual meeting of shareholders following the
meeting at which the Board is initially classified, the number of Directors
equal to the number of Directors in the class whose term expires at the time of
such meeting shall be elected to serve until the third ensuing annual meeting of
shareholders. Notwithstanding any of the foregoing provisions of this Article,
Directors shall serve until their successors are elected and qualified or until
their earlier death, resignation or removal from office, or until there is a
decrease in the number of Directors.

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                                                                             -8-

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         The Directors of the Company may be removed only for cause; such
removal shall be in the manner provided by the Bylaws.

         5.2      LIMITATION OF DIRECTOR LIABILITY

         A director of the Company shall not be personally liable to the Company
or its shareholders for monetary damages for conduct as a director, except for
liability of the director (i) for acts or omissions that involve intentional
misconduct by the director or a knowing violation of law by the director, (ii)
for conduct violating RCW 23B.08.310 of the Washington Business Corporation Act,
or (iii) for any transaction from which the director will personally receive a
benefit in money, property or services to which the director is not legally
entitled. If the Washington Business Corporation Act is amended in the future to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Company shall be
eliminated or limited to the full extent permitted by the Washington Business
Corporation Act, as so amended, without any requirement of further action by the
shareholders.

6.       INDEMNIFICATION

         The Company shall indemnify any individual made a party to a proceeding
because that individual is or was a director of the Company and shall advance or
reimburse the reasonable expenses incurred by such individual in advance of
final disposition of the proceeding, without regard to the limitations in RCW
23B.08.510 through 23B.08.550 of the Washington Business Corporation Act, or any
other limitation which may hereafter be enacted to the extent such limitation
may be disregarded if authorized by the Articles of Incorporation, to the full
extent and under all circumstances permitted by applicable law.

         Any repeal or modification of this Article by the shareholders of the
Company shall not adversely affect any right of any individual who is or was a
director of the Company which existed at the time of such repeal or
modification.

7.       SPECIAL VOTING REQUIREMENTS

         7.1      DEFINITIONS

         For the purposes of this Section 7:

         (a)      "Business Combination" means (i) a merger, share exchange or
consolidation of the Company or any of its Subsidiaries with any other
corporation or entity; (ii) the sale, lease, exchange, mortgage, pledge,
transfer or other disposition or encumbrance, whether in one transaction or a
series of transactions, by the Company or any of its Subsidiaries of all or a
substantial part of the Company's assets otherwise than in the usual and regular
course of business; or (iii) any agreement, contract or other arrangement
providing for any of the foregoing transactions.

         (b)      "Continuing Director" means any member of the Board who was a
member of the Board on September 30, 1998 or who is elected to the Board after
September 30, 1998 upon the

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recommendation of a majority of the Continuing Directors voting separately and
as a subclass of Directors on such recommendation.

         (c)      "Subsidiary" means a domestic or foreign corporation, a
majority of the outstanding voting shares of which are owned, directly or
indirectly, by the Company.

         7.2      VOTE REQUIRED FOR BUSINESS COMBINATIONS

                  7.2.1    SUPERMAJORITY VOTE

         Except as provided in Subsections 7.2.2 and 7.2.3, the affirmative vote
of the holders of not less than two-thirds of the outstanding shares entitled to
vote thereon and, to the extent, if any, provided by resolution adopted by the
Board authorizing the issuance of a class or series of Common Stock or Preferred
Stock, the affirmative vote of the holders of not less than two-thirds of the
outstanding shares of such class or series, voting as a separate voting group,
shall be required for the adoption or authorization of a Business Combination.

                  7.2.2    MAJORITY VOTE

         Notwithstanding Subsection 7.2.1, if a Business Combination shall have
been approved by a majority of the Continuing Directors, voting separately and
as a subclass of Directors, and if such Business Combination is otherwise
required to be approved by the Company's shareholders pursuant to the provisions
of the Washington Business Corporation Act or of these Restated Articles of
Incorporation other than this Section 7, then the affirmative vote of the
holders of not less than a majority of the outstanding shares entitled to vote
thereon and, to the extent, if any, provided by resolution adopted by the Board
authorizing the issuance of a class or series of Common Stock or Preferred
Stock, the affirmative vote of the holders of not less than a majority of the
outstanding shares of such class or series, voting as a separate voting group,
shall be required for the adoption or authorization of such Business
Combination.

                  7.2.3    NO SHAREHOLDER VOTE

         Notwithstanding Subsection 7.2.1 or 7.2.2, if a Business Combination
shall have been approved by a majority of the Continuing Directors, voting
separately and as a subclass of Directors, and if such Business Combination is
not otherwise required to be approved by the Company's shareholders pursuant to
the provisions of the Washington Business Corporation Act or of these Restated
Articles of Incorporation other than this Section 7, then no vote of the
shareholders of the Company shall be required for approval of such Business
Combination.

8.       SPECIAL MEETINGS OF SHAREHOLDERS

         The Chairman of the Board, the President or the Board may call special
meetings of the shareholders for any purpose. Further, a special meeting of the
shareholders shall be held if the holders of not less than twenty-five percent
(25%) of all the votes entitled to be cast on any issue proposed to be
considered at such special meeting have dated, signed and delivered to the
Secretary of the Company no later than 20 days prior to the date of such meeting
one or more

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                                                                            -10-
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written demands for such meeting, describing the purpose or purposes for which
it is to be held.

9.       AMENDMENTS TO RESTATED ARTICLES OF INCORPORATION

         The Company reserves, and the rights of the shareholders of the Company
are granted subject to, the right to amend or repeal any of the provisions
contained in these Restated Articles of Incorporation. The provisions contained
in these Restated Articles shall only be amended as follows:

         9.1      SUPERMAJORITY VOTING

         Except as provided in Section 9.2 or Section 9.3, the following
Sections and Subsections may be amended or repealed only upon the affirmative
vote of the holders of at least two-thirds of the outstanding shares and, to the
extent, if any, provided by resolution adopted by the Board authorizing the
issuance of a class or series of Common Stock or Preferred Stock, by the
affirmative vote of the holders of at least two-thirds of the outstanding shares
of such class or series, voting as a separate voting group:

         Section 2.1 ("Shares--Authorized Capital")

         Section 2.2 ("Shares--Issuance of Preferred Stock in Series")

         Section 3 ("Preemptive Rights")

         Section 4 ("Cumulative Voting")

         Section 5 ("Directors")

         Section 7 ("Special Voting Requirements")

         Section 8 ("Special Meetings of Shareholders")

         Section 9 ("Amendments to Restated Articles of Incorporation").

         9.2      MAJORITY VOTING

         Notwithstanding the provisions of Section 9.1, and except as provided
in Section 9.3, an amendment or repeal of a Section identified in Section 9.1
that is approved by a majority of the Continuing Directors (as defined in
Section 7.1), voting separately and as a subclass of Directors, shall require
the affirmative vote of the holders of at least a majority of the outstanding
shares entitled to vote thereon and, to the extent, if any, provided by
resolution adopted by the Board authorizing the issuance of a class or series of
Common Stock or Preferred Stock, by the affirmative vote of the holders of at
least a majority of the outstanding shares of such class or series, voting as a
separate voting group.



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                                                                            -11-

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         9.3      NO SHAREHOLDER VOTE

         Notwithstanding the provisions of Section 9.1 or 9.2 hereof, if the
amendment or repeal of any Section not identified in Section 9.1 shall have been
approved by a majority of the Continuing Directors, voting separately and as a
subclass of Directors, and if such amendment or repeal is not otherwise required
to be approved by the Company's shareholders pursuant to the provisions of the
Washington Business Corporation Act or of these Restated Articles of

Restated Articles of Incorporation                     Onyx Software Corporation

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Incorporation other than this Section 9, then no vote of the shareholders of the
Company shall be required for approval of such amendment or repeal.

EXECUTED this 15th day of September, 2003.

                                     ONYX SOFTWARE CORPORATION

                                     By /s/ PAUL DAUBER
                                        ----------------------------------------
                                        Paul Dauber
                                        Secretary and Chief Legal Officer

Restated Articles of Incorporation                     Onyx Software Corporation

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