<PAGE>
EXHIBIT 3.1
Page 1
State of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF
"ZIFF DAVIS MEDIA INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FOURTH DAY OF NOVEMBER, A.D.
1999, AT 9 O'CLOCK A.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "WS-ZD ACQUISITION, INC."
TO "ZIFF DAVIS MEDIA INC.", FILED THE TWENTY-SECOND DAY OF MARCH, A.D. 2000, AT
9 O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
[SEAL]
/s/ Edward J. Freel
-------------------
Edward J. Freel,
Secretary of State
3131622 8100H AUTHENTICATION: 0559931
001358109 DATE: 07-14-00
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/24/1999
991503582 - 3131622
CERTIFICATE OF INCORPORATION
OF
WS-ZD ACQUISITION, INC.
ARTICLE ONE
The name of the corporation is WS-ZD Acquisition, Inc.
ARTICLE TWO
The address of the corporation's registered office in the State of
Delaware is 9 East Loockerman Street, in the City of Dover, County of Kent,
19901. The name of its registered agent at such address is National Registered
Agents, Inc.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
ARTICLE FOUR
The total number of shares of stock which the corporation has
authority to issue is one thousand (1,000) shares of Common Stock, par value one
cent ($0.01) per share.
ARTICLE FIVE
The name and mailing address of the sole incorporator are as follows:
NAME MAILING ADDRESS
---- ---------------
Thaddine G. Gomez 200 East Randolph Drive
Suite 5700
Chicago, Illinois 60601
ARTICLE SIX
The corporation is to have perpetual existence.
ARTICLE SEVEN
In furtherance and not in limitation of the powers conferred by
statute, the board of directors of the corporation is expressly authorized to
make, alter or repeal the by-laws of the corporation.
-2-
<PAGE>
ARTICLE EIGHT
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the corporation may provide. The books of the
corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the board of directors or in the by-laws
of the corporation. Election of directors need not be by written ballot unless
the by-laws of the corporation so provide.
ARTICLE NINE
To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
this corporation shall not be liable to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE NINE shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
ARTICLE TEN
The corporation expressly elects not to be governed by (S)203 of the
General Corporation Law of the State of Delaware.
ARTICLE ELEVEN
The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation in the manner now
or hereafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
-3-
<PAGE>
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is my act and deed and the facts stated herein are true,
and accordingly have hereunto set my hand on the 24th day of November, 1999.
/s/ Thaddine G. Gomez
---------------------
Thaddine G. Gomez
Sole Incorporator
-4-
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/22/2000
001144278 - 3131622
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
WS-ZD ACQUISITION, INC.
* * * * *
Adopted in accordance with the provisions of (S)241(b) of the General
Corporation Law of the State of Delaware
* * * * *
Daniel H. Blumenthal, being the Vice President of WS-ZD Acquisition,
Inc., a corporation duly organized and existing under and by virtue of the laws
of the State of Delaware (the "Corporation"), does hereby certify as follows:
FIRST: The Board of Directors of the Corporation adopted the
resolution set forth below proposing an amendment to the Certificate of
Incorporation of the Corporation (the "Amendment"):
"RESOLVED, that the Certificate of incorporation
of the Corporation be, and hereby is, amended in
accordance with (S)241(b) of the General Corporation
Law of the State of Delaware by deleting ARTICLE ONE
thereof in its entirety and substituting therefor
ARTICLE ONE as follows:
"ARTICLE ONE
The name of the corporation is Ziff Davis Media Inc."
SECOND: The Corporation has not received payment for any of its stock
THIRD: The Amendment was duly adopted in accordance with (S)241(b) of
the General Corporation Law of the State of Delaware by the Board of Directors
of the Corporation.
-5-
<PAGE>
IN WITNESS WHEREOF,the undersigned does hereby certify under penalties
of perjury that this Certificate of Amendment to the Certificate of
Incorporation Before Payment of Capital is the act and deed of the undersigned
and the facts stated herein are true and accordingly has hereunto set his hand
this 22nd day of March, 2000.
WS-ZD Acquisition, Inc.,
a Delaware corporation
By: /s/ Daniel H. Blumenthal
------------------------
Daniel H. Blumenthal
Vice President
-6-
