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EXHIBIT 3(i)
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
M&F BANCORP, INC.
ARTICLE I
The name of the corporation is M&F Bancorp, Inc. (the "Corporation").
ARTICLE II
Section 2.1. Total Authorized Shares of Capital Stock. The Corporation
shall have authority to issue a total of 1,000,000 shares of capital stock, none
of which shall have any par value, divided into such classes as follows:
Class Number of Shares
----- ----------------
Common Stock 1,000,000
Section 2.2. Common Stock. The shares of Common Stock shall be one and
the same class. Subject to the rights of holders of any Preferred Stock as
determined by the Board of Directors pursuant to the North Carolina Business
Corporation Act ("NCBCA") as now constituted or hereafter amended, the holders
of shares of Common Stock shall have one vote per share on all matters on which
holders of shares of Common Stock are entitled to vote and shall be entitled to
participate pro rata after preferential rights of holders of any Preferred Stock
in the distribution of the net assets of the corporation upon dissolution.
ARTICLE III
The street address and county of the current registered office of the
Corporation is 116 West Parrish Street, Durham County, Durham, North Carolina
27702. The mailing address of the current registered office of the Corporation
is Post Office Box 1932, Durham, North Carolina 27702. The name of the current
registered agent is J.W. Taylor.
ARTICLE IV
The name and address of the incorporator is as follows:
J.W. Taylor
116 West Parrish Street
Post Office Box 1932
Durham, North Carolina 27702
ARTICLE V
The provisions of Article 9 and Article 9A of the NCBCA entitled "The
North Carolina Shareholder Protection Act" and "The North Carolina Control Share
Acquisition Act", respectively, shall not be applicable to the Corporation.
ARTICLE VI
Section 6.1. Board of Directors. The number of directors of the
Corporation shall not be less than three (3) nor more than nine (9), with the
exact number to be fixed from time to time as provided in the Corporation's
Bylaws.
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Section 6.2. Initial Board of Directors. The number of directors
constituting the initial Board of Directors of the Corporation shall be nine
(9).
Section 6.3. Cumulative Voting. The shareholders of the Corporation
shall have cumulative voting rights in the election of directors.
ARTICLE VII
Shareholders shall have preemptive rights in this Corporation.
This the 8th day of February, 1999.
/s/ J. W. Taylor
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J. W. Taylor
Incorporator
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