<PAGE>

                                                                     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

     The Company is authorized to issue 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.

     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.

                                      -1-
<PAGE>

     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 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 shall be 400,000; provided, however, if more than a total of 400,000
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 ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (the "Rights Agreement"), the Company's Board of Directors, pursuant to
Section 23B.06.020 of the Revised Code of Washington, 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

                                      -2-
<PAGE>

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) $.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;
provided, however, that if at any 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

                                      -3-
<PAGE>

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 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

                                      -4-
<PAGE>

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;

                      (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.

                                      -5-
<PAGE>

          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.

          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.

                                      -6-
<PAGE>

          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.

          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.

                                      -7-
<PAGE>

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.

     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.

                                      -8-
<PAGE>

     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 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.

                                      -9-
<PAGE>

          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 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").

                                      -10-
<PAGE>

     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.

     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
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 May, 2001.

                                       ONYX SOFTWARE CORPORATION



                                       By /s/ Paul Dauber
                                          ----------------------------------
                                          Paul Dauber
                                          Secretary

                                      -11-