<Page>
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
HARBOR ACQUISITION CORPORATION
THE UNDERSIGNED, for the purpose of forming a corporation pursuant to the
provisions of the General Corporation Law of the State of Delaware, does hereby
certify and state as follows:
I.
The name of the Corporation is Harbor Acquisition Corporation (the
"Corporation").
II.
The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware ("GCL").
III.
The address, including street, number, city and county, of the
registered office of the Corporation in the State of Delaware is 1209 Orange
Street, in the City of Wilmington, County of New Castle, Delaware 19801 and the
name of the registered agent of the Corporation in the State of Delaware at such
address is The Corporation Trust Company.
IV.
A. The Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares the Corporation is authorized to issue is Fifty-One Million
(51,000,000) shares of which Fifty Million (50,000,000) shall be common stock
(the "Common Stock") and One Million (1,000,000) shares of which shall be
preferred stock (the "Preferred Stock"). The Preferred Stock shall have a par
value of $0.0001 per share and the Common Stock shall have a par value of
$0.0001 per share.
B. The rights, preferences, privileges, restrictions and other matters
relating to the Preferred Stock and the Common Stock are as follows:
1. PREFERRED STOCK. The Board of Directors is expressly granted
authority to issue shares of the Preferred Stock, in one or more series, and to
fix for each such series such voting powers, full or limited, and such
designations, preferences and
<Page>
relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issue of such series (a "Preferred Stock Designation") and as
may be permitted by the GCL. The number of authorized shares of Preferred Stock
may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the voting
power of all of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, without a separate vote of the holders of the
Preferred Stock, or any series thereof, unless a vote of any such holders is
required pursuant to any Preferred Stock Designation.
2. COMMON STOCK. Except as otherwise required by law or as otherwise
provided in any Preferred Stock Designation, the holders of the Common Stock
shall exclusively possess all voting power and each share of Common Stock shall
have one vote.
V.
The following provisions of Article V, paragraphs (A) through (E), shall
apply during the period commencing upon the filing of this Certificate of
Incorporation and terminating upon the consummation of any Business Combination,
and may not be amended prior to the consummation of any Business Combination. A
"Business Combination" shall mean the acquisition by the Corporation, whether by
merger, capital stock exchange, asset or stock acquisition or other similar type
of transaction, of an operating business ("Target Business") having a fair
market value (as calculated in accordance with the requirements set forth below)
of at least 80% of the Corporation's net assets at the time of such acquisition.
For purposes of this Article V, fair market value shall be determined by the
Board of Directors of the Corporation based upon financial standards generally
accepted by the financial community, such as actual and potential sales,
earnings, cash flow and book value. If the Board of Directors of the Corporation
is not able to independently determine the fair market value of the Target
Business, the Corporation shall obtain an opinion with regard to such fair
market value from an unaffiliated, independent investment banking firm that is a
member of the National Association of Securities Dealers, Inc. The Corporation
is not required to obtain an opinion from an investment banking firm as to fair
market value of the Target Business if the Corporation's Board of Directors
independently determines the fair market value for such Target Business.
A. Prior to the consummation of any Business Combination, the Corporation
shall submit such Business Combination to its stockholders for approval
regardless of whether the Business Combination is of a type which normally would
require such stockholder approval under the GCL. In the event that a majority of
the IPO Shares (defined below) voted at the meeting to approve the Business
Combination are voted for the approval of such Business Combination, the
Corporation shall be authorized to consummate the Business Combination; provided
that the Corporation shall not
2
<Page>
consummate any Business Combination if the holders of IPO Shares (defined below)
demand conversion in accordance with paragraph B below with respect to 20% or
more of the IPO Shares.
B. Any stockholder of the Corporation holding shares of Common Stock
("IPO Shares") issued in the Corporation's initial public offering ("IPO") of
securities who votes against the Business Combination may, contemporaneously
with such vote, demand that the Corporation convert his IPO Shares into cash if
a Business Combination is approved in accordance with the above paragraph A and
is consummated by the Corporation. If a Business Combination is approved in
accordance with the above paragraph A and is consummated by the Corporation, the
Corporation shall convert such shares at a per share conversion price equal to
the quotient determined by dividing (i) the amount in the Trust Fund (as defined
below), inclusive of any interest thereon, calculated as of two business days
prior to the consummation of the Business Combination, by (ii) the total number
of IPO Shares. "Trust Fund" shall mean the trust account established by the
Corporation at the consummation of its IPO and into which a certain amount of
the net proceeds of the IPO are deposited.
C. In the event that the Corporation does not consummate a Business
Combination by the later of the date which is (i) 18 months after the
consummation of the IPO or (ii) 24 months after the consummation of the IPO in
the event that either a letter of intent, an agreement in principle or a
definitive agreement to complete a Business Combination was executed but was not
consummated within such 18-month period (such later date being referred to as
the "Termination Date"), the officers of the Corporation shall take all such
action necessary to dissolve and liquidate the Corporation as soon as reasonably
practicable. In the event that the Corporation is so dissolved and liquidated,
only the holders of IPO Shares shall be entitled to receive liquidating
distributions and the Corporation shall pay no liquidating distributions with
respect to any other shares of capital stock of the Corporation.
D. A holder of IPO Shares shall be entitled to receive distributions from
the Trust Fund only in the event of a liquidation of the Corporation or in the
event he demands conversion of his shares in accordance with paragraph B above.
In no other circumstances shall a holder of IPO Shares have any right or
interest of any kind in or to the Trust Fund.
VI.
The Corporation shall keep at its principal office a register for the
registration of the Preferred Stock and the Common Stock. Upon the surrender of
any certificate representing Preferred Stock or Common Stock at such place, the
Corporation shall, at the request of the record holder of such certificate,
execute and deliver (at the Corporation's expense) a new certificate or
certificates in exchange therefor representing in the aggregate the number of
shares represented by the surrendered certificate. Each such new certificate
shall be registered in such name and shall represent such number of
3
<Page>
shares as is requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate.
VII.
Upon receipt of evidence reasonably satisfactory to the Corporation
(an affidavit of the registered holder shall be satisfactory) of the ownership
and the loss, theft, destruction or mutilation of any certificate evidencing
shares of Preferred Stock or Common Stock, and in the case of any such loss,
theft or destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (provided that if the holder is a financial institution or other
institutional investor its own agreement shall be satisfactory), or in the case
of any such mutilation upon surrender of such certificate, the Corporation shall
(at its expense) execute and deliver in lieu of such certificate a new
certificate of like kind representing the number of shares of such class
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate.
VIII.
The Corporation shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of the shares of Preferred Stock, such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of Preferred Stock. If at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of all then-outstanding shares of Preferred Stock, the
Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose.
IX.
Any notice required by the provisions of this Article IX shall be in
writing and shall be deemed effectively given: (i) upon personal delivery to the
party to be notified, (ii) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient; if not, then on the next business
day, (iii) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (iv) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All notices to stockholders shall be
addressed to each holder of record at the address of such holder appearing on
the books of the Corporation.
X.
The Corporation will pay all documentary, excise and similar taxes or
governmental charges imposed by the Corporation upon the issuance of shares of
Common Stock upon conversion of shares of Preferred Stock, excluding any tax or
other
4
<Page>
charge imposed in connection with any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that in which the shares
of Preferred Stock so converted were registered.
XI.
The Corporation shall not amend its Certificate of Incorporation or
participate in any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, for the
purpose of avoiding or seeking to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation.
XII.
The Corporation is to have perpetual existence.
XIII.
A. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, repeal, alter,
amend or rescind the Bylaws.
B. The directors in their discretion may submit any contract or act for
approval or ratification at any annual meeting of the stockholders or at any
meeting of the stockholders called for the purpose of considering any such act
or contract, and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the Corporation which is
represented in person or by proxy at such meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and binding upon the Corporation and upon all the
stockholders as though it had been approved or ratified by every stockholder of
the Corporation, whether or not the contract or act would otherwise be open to
legal attack because of directors' interests, or for any other reason.
C. In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation; subject, nevertheless, to the provisions of the statutes of
Delaware, of this Certificate of Incorporation, and to any Bylaws from time to
time made by the stockholders; provided, however, that no by-law so made shall
invalidate any prior act of the directors which would have been valid if such
by-law had not been made
IV.
The number of directors which shall constitute the whole Board of
Directors from time to time shall be fixed by, or in the manner provided in, the
Bylaws.
5
<Page>
XV.
Election of directors at an annual or special meeting of stockholders
need not be by written ballot unless the Bylaws shall so provide.
XVI.
No director shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director;
provided that this Article XVI shall not eliminate or limit the liability of a
director (i) for any breach of such director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law, (iii)
under Section 174 of the GCL, or (iv) for any transaction from which such
director derived any improper personal benefit. If the GCL is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the GCL as so
amended. No amendment to or repeal of this Article XVI shall adversely affect
any right or protection of any director of the Corporation existing at the time
of such amendment or repeal for or with respect to acts or omissions of such
director prior to such amendment or repeal.
XVII.
A. Any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, other than an action by or in
the right of the Corporation, by reason of the fact that he is or was a
director, officer, employee, trustee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee
trustee or agent of another corporation, partnership, joint venture, trust or
other enterprise, expressly including service as a director, officer or in a
similar position with any exchange, board of trade, clearing corporation or
similar institution on which the Corporation or any other corporation a majority
of the stock of which is owned directly or indirectly by the Corporation had
membership privileges at the relevant time during which any such position was
held, shall be indemnified by the Corporation against expenses including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful; PROVIDED that funds paid or required to be paid to any
person as a result of the provisions of this Article XVII shall be returned to
the Corporation or reduced, as the case may be, to the extent that such person
receives funds pursuant to an indemnification from any other corporation or
organization. Any such person who could be indemnified pursuant to the preceding
sentence except for the fact that the subject action or suit is or was by or in
the right of the Corporation shall be indemnified by the Corporation against
expenses including attorneys' fees actually or reasonably incurred by him in
connection with the
6
<Page>
defense or settlement of such action or suit, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.
B. To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraph A or B, above, or in defense
of any claim, issue or matter therein, he shall be indemnified by the
Corporation against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection therewith without the necessity of any action
being taken by the Corporation other than the determination, in good faith, that
such defense has been successful. In all other cases wherein such
indemnification is provided by this Article XVII, unless ordered by a court,
indemnification shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct specified in this Article XVII. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by a majority vote of such directors, even though less than
a quorum, or (3) if there are no such directors, or if such directors so direct,
by independent counsel in a written opinion, or (4) by the holders of a majority
of the shares of capital stock of the Corporation entitled to vote thereon.
C. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of NOLO CONTENDERE or its equivalent,
shall not, of itself, create a presumption that the person seeking
indemnification did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful. Entry of a judgment by consent as part of
a settlement shall not be deemed a final adjudication of liability for
negligence or misconduct in the performance of duty, nor of any other issue or
matter.
D. Expenses, including attorney's fees, incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking by the
director, officer, employee or agent involved to repay such amount unless it
shall ultimately be determined that he is entitled to be indemnified by the
Corporation.
E. The indemnification hereby provided shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under
any Bylaw,
7
<Page>
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in an official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.
F. By action of the Board of Directors, notwithstanding any interest of
the directors in the action, the Corporation may purchase and maintain
insurance, in such amounts as the Board of Directors deems appropriate, on
behalf of any person who is or was a director, owner, employee, trustee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee trustee or of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation shall have the power to indemnify him
against such liability under the provisions of this Article XVII.
XVIII.
The Corporation, to the full extent permitted by Section 145 of the
GCL, as amended from time to time, shall indemnify all persons whom it may
indemnify pursuant thereto. Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative, or
investigative action, suit or proceeding for which such officer or director may
be entitled to indemnification hereunder shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized hereby.
XIX.
Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of
8
<Page>
creditors, and/or on all the stockholders or class of stockholders, of this
Corporation, as the case may be, and also on this Corporation
THE UNDERSIGNED, as sole incorporator, has executed, signed and
acknowledged this Certificate of Incorporation this 20th day of June, 2005.
HARBOR ACQUISITION CORPORATION
By: /s/ ANDREW D. MYERS
--------------------------------
Andrew D. Myers, Incorporator
9