(a Delaware corporation) AMENDED AND RESTATED BYLAWS As Amended and Restated on February 3, 2026 Exhibit 3.1 UPWORK INC. UPWORK INC. ( l i ) (a Delaware corporation) AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS | ARTICLE | I: | STOCKHOLDERS | 1 | | --- | --- | --- | --- | | Section | 1.1: | Annual Meetings | 1 | | Section | 1.2: | Special Meetings | 1 | | Section | 1.3: | Notice of Meetings | 1 | | Section | 1.4: | Adjournments | 1 | | Section | 1.5: | Quorum | 2 | | Section | 1.6: | Organization | 2 | | S ...