3.1

Exhibit 3.1

Exhibit A

Amendments to the Bylaws of
Barrett Business Services, Inc.



Section 5 of Article II is hereby amended and restated in its entirety as
follows:

" Section 5. Notice; Waiver. Notice of the date, time, and place of any
special meeting shall be given at least [24] hours [prior] thereto by
written notice delivered personally or given by facsimile transmission,
[e-mail], or other form of [electronic transmission], or by mail or
private carrier, to each director at his or her business address,
[facsimile number, or e-mail address, as applicable].

Such notice shall be deemed effective at the earliest of the following:
(a) when received, (b) [when transmitted by facsimile, e-mail, or other
form of electronic transmission, (c)] three days after its deposit in the
United States mail, as evidenced by the postmark, if mailed postpaid and
correctly addressed, and [(d)] on the date shown on the return receipt, if
sent by registered or certified mail, return receipt requested, and the
receipt is signed [or sent] by or on behalf of the director. A director's
attendance at, or participation in, a meeting shall constitute a waiver of
notice of such meeting, except where a director at the beginning of the
meeting, or promptly upon the director's arrival, objects to holding of
the meeting or the transacting of business at the meeting and does not
thereafter vote for or assent to action taken at the meeting. A written
waiver[, or waiver by e-mail or other form of electronic transmission,] of
notice of a meeting signed by a director entitled to such notice, whether
before or after the time stated therein, which specifies the meeting for
which notice is waived and which is filed with the records of the meeting
shall be equivalent to the giving of such notice. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of
the board of directors need be specified in the notice or waiver of notice
of such meeting."

Section 2 of Article III is hereby amended and restated in its entirety as
follows:

"Section 2. Authority. The executive committee, when the board of
directors is not in session, shall have and may exercise all the authority
of the board of directors except to the extent, if any, that such
authority shall be limited by the resolution appointing the executive
committee and except also that neither the executive committee nor any
other committee of the board of directors appointed pursuant to Section 9
of this Article III shall have the authority to (a) [authorize] dividends
[on stock, except as permitted under the Maryland General Corporation Law;
(b) issue stock,


except as provided in Section 10 of this Article III]; (c) recommend to
the stockholders any action which requires stockholder approval; (d) amend
the bylaws; or (e) approve a merger or share exchange which does not
require stockholder approval."

Section 9 of Article III is hereby amended and restated in its entirety as
follows:

" Section 9. Appointment of Other Committees of the Board of Directors.
The board of directors may from time to time create any other committee or
committees of the board of directors and appoint members of the board of
directors to serve thereon. Each member of any such committee shall hold
office until the next regular annual meeting of the board of directors
following his or her appointment and until his or her successor is
appointed as a member of such committee. Each committee shall have [one]
or more members and, to the extent specified by the board of directors,
may exercise the powers of the board subject to the limitations set forth
in Section 2 of this Article III."

A new Section 10 of Article III is hereby added as follows and current Sections
10 and 11 of Article III are renumbered accordingly:

" Section 10. [Issuance of Stock. If the board of directors has given
general authorization for the issuance of stock providing for or
establishing a method or procedure for determining the maximum number of
shares to be issued, a committee of the board of directors, in accordance
with that general authorization or any stock option plan or other plan or
program adopted by the board of directors, may authorize or fix the terms
of stock subject to classification or reclassification and the terms on
which any stock may be issued, including all terms and conditions required
or permitted to be established or authorized by the board of directors
under the Maryland General Corporation Law.]"


[ ] = New or changed text.