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EXHIBIT 3.1
CERTIFICATE OF OWNERSHIP AND MERGER
OF
LEADINGSIDE, INC.
INTO
DATAWARE TECHNOLOGIES, INC.
(The Surviving Corporation)
UNDER THE NAME:
LEADINGSIDE, INC.
(PURSUANT TO SECTION 253 OF THE GENERAL
CORPORATION LAW OF DELAWARE)
The undersigned officer of Dataware Technologies, Inc., (the "Company"), a
Delaware Corporation, a corporation incorporated on the 16th day of March, 1988,
pursuant to the provisions of the General Corporation Law of the State of
Delaware does hereby certify as follows:
1. The Company owns all the capital stock of LeadingSide, Inc.
("LeadingSide"), a corporation organized and existing under the laws of the
State of Delaware.
2. The directors of the Company, by unanimous written consent of the board
of directors dated as of October 2, 2000, duly adopted the following
resolutions:
RESOLVED: That it is advisable and in the best interests of the Dataware
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Technologies, Inc. (the "Company") to change its corporate name
from "Dataware Technologies, Inc." to "LeadingSide, Inc." and
that the President or any Vice President, and the Secretary or
any Assistant Secretary or the Treasurer of the Company are each
hereby authorized to (1) form a wholly-owned subsidiary of the
Company named "LeadingSide, Inc." (the "Subsidiary") pursuant to
Delaware General Corporation Law and (2) execute and file, or
cause to be filed, with the Delaware Secretary of State, under
the corporate seal of the Company, a Certificate of Ownership and
Merger pursuant to Section 253 of the Delaware General
Corporation Law which will (a) merge the Subsidiary with and into
the Company (the "Merger") thereby causing the Company to assume
the Subsidiary's liabilities and obligations and (b) amend the
Article FIRST of the Company's Restated Certificate of
Incorporation (the "Amendment") by deleting Article FIRST in its
entirety and substituting therefor the
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following: "FIRST: The name of the Corporation is LeadingSide,
Inc.", which Merger and Amendment shall be effective upon the
filing of the Certificate of Ownership and Merger with the
Delaware Secretary of State.
RESOLVED: That the officers of the Company be, and that each of them
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acting singly hereby is, authorized and directed to take all such
further actions as may be necessary, advisable or convenient to
carry out the intent and purposes of the foregoing resolutions
and to fully perform the provisions of these resolutions,
including without limitation, any actions deemed necessary or
advisable in order to comply with applicable laws.
3. Approval of the Company's shareholders is not required for this
transaction.
IN WITNESS WHEREOF, Dataware Technologies, Inc. has caused this Certificate
of Ownership and Merger to be signed and executed by its duly authorized
officer, this 2/nd/ day of October, 2000.
DATAWARE TECHNOLOGIES, INC., a Delaware corporation
By: /s/ Michael Gonnerman
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Michael Gonnerman
Vice President, Finance and
Chief Financial Officer
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