1
EXHIBIT 3(i)
ARTICLES OF INCORPORATION
ALLIED CAPITAL CORPORATION II
(A MARYLAND CORPORATION)
The undersigned, Thomas R. Salley, III, whose post office address is
1666 K Street, N.W., Suite 901, Washington, D.C. 20006, being at least
eighteen (18) years of age, does hereby form a corporation under the general
laws of the State of Maryland.
FIRST: The name of the corporation (hereinafter referred to as the
"Corporation") is: Allied Capital Corporation II.
SECOND: The purposes for which the Corporation is organized are as
follows:
A. To render advice and consulting services to
corporations, individuals, partnerships and other business entities;
to enter into contracts with any of such entities for the purpose of
carrying out such advisory and consulting services; to register as an
investment adviser with such agencies and in such jurisdictions where
such registration is deemed appropriate; and to do all such other acts
as may be related or incidental to the purposes of an investment
adviser, merchant bank or similar financial institution;
B. To purchase, acquire, hold, own, improve, develop,
sell, convey, assign release, mortgage, encumber, use, lease, hire,
manage, deal in and otherwise dispose of real property and personal
property of every kind and nature or any interest therein, improved or
otherwise, including stocks and securities of other corporations; to
loan money; to take securities for the payment of all sums due the
Corporation; to sell, assign and release such securities;
C. To equip, furnish, improve, develop and manage any
property, real or personal; to invest, trade and deal in any personal
property; to encumber or dispose of any personal property at any time
held or owned by the Corporation;
D. To engage in, operate and acquire interests in any
kind of business, of whatever nature, which may be permitted by law;
E. To import, export, produce, buy, sell and otherwise
deal in and with, goods, wares and merchandise of every kind, class
and description;
F. To acquire all or any part of the good will, rights,
property and business of any individual, association, partnership,
joint venture, corporation or other legal entity; to hold, utilize,
enjoy and in any manner dispose of the whole or any part of the
rights, property and business so acquired; to assume in connection
therewith any liabilities of any such individual, association,
partnership, joint venture, corporation or other legal entity;
G. To acquire, by purchase, subscription or in any
other manner, take, receive, hold, use, employ, sell, assign,
transfer, exchange, pledge, mortgage, lease, dispose of and otherwise
deal in and with any shares of stock or other shares, voting trust
certificates, bonds, debentures, notes, mortgages or other
obligations, securities or evidences of indebtedness, and any
certificates, receipts, warrants or other instruments evidencing
rights or options to receive, purchase or subscribe for the same or
representing any other rights or interests therein or in any property
or assets, issued or created by any individual, association,
partnership, joint venture, corporation, government (or subdivision or
agency thereof) or other legal entity, wherever organized and wherever
doing business; to possess and exercise in respect thereof any and all
of the rights, powers and privileges of individual holders including,
without limitation, the right to vote any shares of stock so held or
owned and,
2
upon a distribution of the assets or a division of the profits of the
Corporation, to distribute any such shares of stock or other shares,
voting trust certificates, bonds or other obligations, securities or
evidences of indebtedness (or the proceeds thereof) among the
stockholders of the Corporation;
H. To erect commercial buildings and other buildings,
private or public of all kinds, and to sell and rent the same; to
contract, enlarge, repair, grade, pave, dedicate, remodel or otherwise
engage in any work upon buildings of every nature, roads, avenues,
highways, paths, walks, parks, playgrounds and sidewalks; to engage in
iron, steel, wood, brick, concrete, stone, cement, masonry, glass and
earth construction; to execute contracts or to receive assignments of
contracts therefor or relating thereto; to manufacture and furnish the
building materials and supplies connected therewith;
I. To apply for, obtain, purchase or otherwise acquire
any patents, copyrights, licenses, trademarks, trade names, rights,
processes, formulae and the like; to use, exercise, develop and grant
licenses in respect of, sell and otherwise turn to account the same;
J. To purchase (or otherwise acquire), hold, sell,
retire, reissue or otherwise dispose of shares of its own stock of any
class in any manner now or hereafter authorized or permitted by law,
and to pay therefor, with cash or other property;
K. To borrow or raise money and to issue bonds,
debentures, notes or other obligations of any nature (and in any
manner permitted by law) for money so borrowed or in payment for
property purchased, or for any other lawful consideration, and to
secure the payment thereof, and of the interest thereon, by mortgage
upon, pledge, conveyance or assignment in trust of, the whole or any
part of the property of the Corporation, real or personal, including
contract rights, whether at the time owned or thereafter acquired; to
sell, pledge, discount or otherwise dispose of such bonds, debentures,
notes or other obligations of the Corporation;
L. To aid, by loan, subsidy, guaranty or in any lawful
manner whatsoever, any individual, association, partnership, joint
venture, corporation or other legal entity whose stocks, bonds, notes,
debentures or other obligations, securities or evidences of
indebtedness are in any manner directly or indirectly held or
guaranteed by the Corporation, or by any corporation in which the
Corporation may have an interest directly or indirectly as
stockholder, creditor, guarantor or otherwise, or whose shares or
securities are owned by the Corporation; to do any and all lawful acts
and things designed to protect, preserve, improve or enhance the value
of any stocks, bonds, notes, debentures or other obligations,
securities or evidences of indebtedness of any individual, association,
partnership, joint venture, corporation or other legal entity in which
the Corporation has an interest directly or indirectly as a
stockholder, creditor, guarantor or otherwise, or whose shares or
securities are owned by the Corporation, or to lend money with or
without collateral security;
M. To guarantee the payment of dividends upon any
shares of stock of any other association or corporation; to guarantee
the performance of any contract by any individual, association,
partnership, joint venture, corporation or other legal entity; to
endorse or otherwise guarantee the payment of principal and interest,
or either, of any bonds, debentures, notes, securities or other
evidences of indebtedness created or issued by any such individual,
association, partnership, joint venture, corporation or other legal
entity, it not being necessary that any such guaranty or endorsement
shall be intended to result in any benefit to the Corporation (it
being understood that in no way shall the Corporation act as a surety
company);
N. To carry out all or any part of the purposes set
forth herein as principal, broker, factor, agent, contractor or
otherwise, either alone, through or in conjunction with any
individual, association, partnership, corporation or other legal
entity; to make, execute
2
3
and perform any contracts or agreements and to do any other acts and
things for the accomplishment of any of the purposes set forth herein
or incidental to such purposes, or which at any time may appear
conducive to or expedient for the accomplishment of any such purposes;
O. To carry out all of the purposes set forth herein in
any or all states, territories, districts, dependencies and
possessions of the United States of America and any foreign country;
to maintain offices and agencies in any or all states, territories,
districts, dependencies and possessions of the United States of
America and any foreign country;
P. To organize, incorporate, reorganize, liquidate and
dissolve any association, partnership, joint venture, corporation
(subsidiary, affiliated or other) or other legal entity for any
purpose permitted by law; to invest in any manner in any association,
partnership, joint venture, corporation (subsidiary, affiliated or
other) or other legal entity;
Q. To do any act or thing and exercise any power
suitable, convenient or proper for the accomplishment of any of the
purposes set forth herein or incidental to such purposes, or which at
any time may appear conducive to or expedient for the accomplishment
of any of such purposes; and
R. To have and exercise any and all powers and
privileges now or hereafter conferred by the general laws of the State
of Maryland upon corporations formed under such laws.
The foregoing enumeration of the purposes of the Corporation is made
in furtherance and not in limitation of the powers conferred upon the
Corporation by law. The mention of any particular purpose is not intended in
any manner to limit or restrict the generality of any other purpose mentioned,
or to limit or restrict any of the powers of the Corporation. The Corporation
shall have, enjoy and exercise all of the powers and rights now or hereafter
conferred by the laws of the State of Maryland upon corporations of a similar
character, it being the intention that the purposes set forth in each of the
paragraphs of this Article shall, except as otherwise expressly provided, in
nowise be limited or restricted by reference to or inference from the terms of
any other clause or paragraph of this or any other Article of these Articles of
Incorporation, or of any amendment thereto, and shall each be regarded as
independent, and construed as powers as well as purposes; provided, however,
that nothing herein contained shall be deemed to authorize or permit the
Corporation to carry on any business or exercise any power, or do any act which
a corporation formed under the general laws of the State of Maryland may not at
the time lawfully carry on or do.
THIRD: The post office address of the principal office of the
Corporation in the State of Maryland is: 5422 Albia Road, Bethesda, Maryland
20816. The name and post office address of the resident agent of the.
Corporation in the State of Maryland are: G. Cabell Williams III, 5422 Albia
Road, Bethesda (Montgomery County), Maryland 20816. Said resident agent is a
citizen of the State of Maryland and actually resides therein.
FOURTH: The total number of shares of stock which the Corporation
has authority to issue is twenty million (20,000,000) shares of Common Stock,
with a par value of One Dollar ($1.00) per share. The aggregate par value of
all such shares is Twenty Million Dollars ($20,000,000.00).
FIFTH: The initial number of directors of the Corporation shall be
three (3) in accordance with the provisions of Section 2-402(a) of the General
Corporation Law of the State of Maryland, which number may be changed pursuant
to the provisions set forth in the Bylaws of the Corporation, but shall never
be less than the number permitted by law, and the names of the directors who
shall act until the first annual meeting of stockholders of the Corporation or
until their successors are duly chosen and qualify are: David Gladstone, David
P. Parker and Thomas R. Salley, III.
SIXTH: The following provisions are hereby adopted for the purpose
of defining, limiting and regulating the powers of the Corporation and of the
Board of Directors and stockholders:
3
4
A. The Board of Directors of the Corporation is hereby
empowered to authorize and direct the issuance from time to time or at
any time or times of the shares of stock of the Corporation of any
class, now or hereafter authorized, any options or warrants for such
shares permitted by law, any rights to subscribe to or purchase such
shares and any other securities of the Corporation, for such
consideration as the Board of Directors may deem advisable, subject to
such limitations and restrictions, if any, as may be set forth in the
Bylaws of the Corporation.
B. No holder of shares of stock of the Corporation of
any class, now or hereafter authorized, shall have any preferential or
preemptive right to subscribe for, purchase or receive (i) any shares
of stock of the Corporation of any class, now or hereafter authorized,
(ii) any options or warrants for any such preferential or preemptive
shares, (iii) any rights to subscribe to or purchase any such shares,
or (iv) any other securities of the Corporation which may at any time
or from time to time be issued, sold or offered for sale by the
Corporation.
C. The Board of Directors of the Corporation is hereby
empowered to adopt Bylaw provisions with respect to the
indemnification of directors, officers, employees, agents and other
persons and to make such other indemnification as it shall deem
expedient and in the best interests of the Corporation to the extent
permitted by law and Article SEVENTH hereof.
D. The provisions relating to certain special voting
requirements set forth in Title 3, Subtitle 6 of the General
Corporation Law of the State of Maryland and the provisions relating
to certain control shares set forth in Title 3, Subtitle 7 of the
General Corporation Law of the State of Maryland shall not be
applicable, pursuant to Sections 3-603(e)(iii) and 3-702(b) thereof,
respectively, to the shares of the Corporation which are owned by, or
which shall in the future be issued to and owned by, any employee
stock ownership plan, incentive stock ownership plan or other similar
plan established now or in the future for the benefit of the
Corporation's directors, officers, employees or affiliates, and,
without limiting the foregoing, none of such shares owned by any such
plan shall, for purposes of such subtitles, be aggregated with any
shares owned individually by any beneficiaries of any such plan.
E. The Board of Directors is expressly authorized to
make, amend, alter, repeal or rescind the Bylaws of the Corporation.
F. The Corporation reserves the right to amend these
Articles of Incorporation in any way which alters the contract rights,
as expressly set forth in these Articles of Incorporation, of any
outstanding stock of the Corporation and substantially adversely
affects any of the rights of any of the holders of any outstanding
stock of the Corporation.
SEVENTH:
A. The Corporation shall indemnify (i) its directors
and officers, whether serving the Corporation or, at its request, any other
entity, to the full extent permitted by the general laws of the State of
Maryland now or hereafter in force, including the advance of expenses under the
procedures and to the full extent permitted by law and (ii) other employees and
agents to such extent as shall be authorized by the Board of Directors or the
Corporation's Bylaws and be permitted by law. The foregoing rights of
indemnification shall not be exclusive of any other rights to which those
seeking indemnification may be entitled. The Board of Directors may take such
action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such Bylaws,
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law. No amendment to or
repeal of this Article SEVENTH shall limit or eliminate the right to
indemnification provided hereunder with respect to acts or omissions occurring
prior to such amendment or repeal.
4
5
B. To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, no director or officer of this
Corporation shall be personally liable to the Corporation or its stockholders
for money damages. No amendment to or repeal of this Article SEVENTH shall
limit or eliminate the benefits provided to directors and officers under this
provision with respect to any act or omission which occurred prior to such
amendment or repeal.
EIGHTH: The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation on the
19th day of December 1990, and I acknowledge the same to be my act and deed and
that, to the best of my knowledge, information and belief, all matters and
facts stated herein are true in all material respects and that such statement
is made under the penalties of perjury.
SOLE INCORPORATOR:
/s/ THOMAS R. SALLEY, III
--------------------------
Thomas R. Salley, III
5