Exhibit 3(i)
RESTATED
CERTIFICATE OF INCORPORATION
OF
GYRODYNE COMPANY OF AMERICA, INC.
Under Section 807 of the Business Corporation Law
The undersigned, being respectively the President and Secretary of
GYRODYNE COMPANY OF AMERICA, INC. (hereinafter referred to as the "Corporation")
do hereby certify and set forth:
1. The name of the Corporation is GYRODYNE COMPANY OF AMERICA, INC.
The Corporation was originally incorporated under the name P.C. Helicopter
Corporation.
2. The Certificate of Incorporation of the Corporation was filed by
the Department of State on the 7th day of August, 1946.
3. The Restated Certificate of Incorporation restates the text of
the Certificate of Incorporation of the Corporation as heretofore amended
without making any amendment or change thereto, except the Certificate of
Incorporation is changed by the Restated Certificate of Incorporation to effect
a change in the post office address to which the Secretary of State shall mail a
copy of any process against the Corporation served upon him.
4. The change in the post office address for mailing a copy of
service of process against the Corporation as set forth in Article Fourth of the
Restated Certificate of Incorporation has been authorized by resolution adopted
by vote of the Board of Directors pursuant to Section 803 of the Business
Corporation Law.
5. The Restated Certificate of Incorporation of the Corporation is
hereby set forth as follows:
"FIRST: The name of the Corporation is GYRODYNE COMPANY OF
AMERICA, INC. The Corporation was originally incorporated under the
name P.C. Helicopter Corporation.
SECOND: The purpose or purposes for which this Corporation is
formed are as follows, to wit:
To design, manufacture, assemble, build, repair, maintain, operate,
lease, let, purchase, sell, develop, test, import, export, alter,
service, demonstrate and generally deal in and with aircraft of
every kind and description, by whatever power actuated and by
whatever agency or method sustained and stabilized, both heavier and
lighter than air, whether military or civil, whether manned or
unmanned, including, without limitation, helicopters, aeroplanes,
hydroplanes, missiles, hydro-aeroplanes, dirigibles, balloons,
seaplanes, jet planes, all kinds and types of devices now known or
which may hereafter be discovered or invented for navigating the
air, and all manner of scientific, commercial and military rockets,
vehicles and devices intended to penetrate beyond the earth's
atmosphere into outer space, whether now known or hereafter
discovered and their fittings, furnishings, instruments,
accessories, appurtenances, armor and armorment of every kind and
description, and all parts or components of the foregoing, and all
supplies and things in any way relating to or used in connection
with the foregoing.
To construct, lease from others, purchase or otherwise acquire,
maintain, operate, lease to others and sell or otherwise dispose of
airfields, airports, plants, works, stations, depots, hangars, and
all other conveniences and appurtenances appropriate thereto; to
carry, convey or transmit goods, passengers, mails and intelligence,
by means of aircraft, to conduct experiments on its own account and
for others, to take out, acquire and operate under letters of
patent, or to license others to operate under such letters
controlled by it.
To design, manufacture, purchase, sell and deal in, and to install
upon aircraft, weapons, armor and other protective coverings of
every kind and description; apparatus for measuring height and
distance, determining location and direction, and for signaling or
communicating in any way.
To explore, prospect, drill for, produce, market, sell and deal in
and with petroleum, mineral, animal, vegetable and other oils,
asphalt, gasoline, napthene, hydrocarbons, oil shales, sulphur,
salt, clay, coal, minerals, mineral substances, metals, ores of
every kind, or other mineral or non-mineral, liquid, solid, or
volatile substances and products, by-products, combinations and
derivatives thereof, and to buy, lease, hire, contract for, invest
in, and otherwise acquire, and to own, hold, maintain, equip,
operate, manage, mortgage, deal in and with, and to sell, lease,
exchange, and otherwise dispose of oil, gas, mineral and mining
lands, wells, mines, quarries, rights, royalties, over-riding
royalties, oil payments, and other oil, gas and mineral interests,
claims, locations, patents, concessions, easements, rights of way,
franchises, real and personal property, and all interests therein,
tanks, reservoirs, warehouses, storage facilities, elevators,
terminals, markets, docks, piers, wharves, drydocks, bulkheads,
pumping stations, tank cars, trains, automobiles, trucks, cars,
tankers, ships, tugs, barges, boats, vessels, aircraft, and other
vehicle, crafts or machinery for use on land, water or air, for
prospecting, exploring and drilling for, producing, gathering,
manufacturing, refining, purchasing, leasing, exchanging or
otherwise acquiring, selling, exchanging, trading for, or otherwise
disposing of such mineral and non-mineral substances; and to design,
construct, drill, bore, sink, develop, improve, extend, maintain,
operate and repair wells, mines, plants, works, machinery,
appliances, rigging, casing, tools and storage for this corporation
and other persons, associations or corporations.
To acquire by purchase, subscription, underwriting, or otherwise, or
become interested in stock or stocks, warrants or options, security
or securities, royalty or royalty interests, property or rights of
any other corporation or association,
and to participate in syndicates and underwritings; to cause to be
formed, reorganized, merged, consolidated or liquidated and to
promote, take charge of, or aid, in any way permitted by law, the
formation, reorganization, merger or liquidation of any corporation
or association. To carry on a general mercantile, industrial,
investing and trading business in all its branches; to devise,
invent, manufacture, fabricate, assemble, install, service,
maintain, alter, buy, sell, import, export, license as licensor or
licensee, lease as lessor or lessee, distribute, job, enter into,
negotiate, execute, acquire and assign contracts in respect of,
acquire, receive, grant and assign licensing arrangements, options,
franchises, and other rights in respect of, and generally deal in
and with, at wholesale and retail, as principal, and as sales,
business, special or general agent, representative, broker, factor,
merchant, distributor, jobber, advisor, or in any other lawful
capacity, goods, wares, merchandise, commodities and unimproved,
improved, finished, processed and other real, personal and mixed
property of any and all kinds, together with the components,
resultants and by-products thereof; to acquire, by purchase or
otherwise own, hold, lease, mortgage, sell, or otherwise dispose of,
erect, construct, make, alter, enlarge, improve and to aid or
subscribe toward the construction, acquisition or improvement of any
factories, shops, storehouses, buildings and commercial and retail
establishments of every character, including all equipment,
fixtures, machinery, implements and supplies necessary or incidental
to, or connected with, any of the purposes or business of the
corporation ;and generally to perform any and all acts connected
therewith or arising therefrom or incidental thereto, and all acts
proper or necessary for the purpose of the business.
To engage generally in the real estate business as principal, agent,
broker, and in any lawful capacity, and generally to take, lease,
purchase or otherwise acquire and to own, use, hold, sell, convey,
exchange, lease, mortgage, work, clear, improve, develop, divide,
and otherwise handle, manage, operate, deal in and dispose of real
estate, real property, lands, houses, buildings and other works and
any interest or right therein; to take, lease, purchase or otherwise
acquire, and to own, use, hold, sell, convey, exchange, hire, lease,
pledge, mortgage and otherwise handle and deal in and dispose of, as
principal, agent, broker, and in any lawful capacity, such personal
property, chattels, chattels real, rights, easements, privileges,
choses in action, notes, bonds, mortgages, and securities as may
lawfully be acquired, held, or disposed of; and to acquire,
purchase, sell, assign, transfer, dispose of, and generally deal in
and with, as principal, agent, broker, and in any lawful capacity,
mortgages and other interests in real, personal, and mixed
properties; to carry on a general construction, contracting and
building business as principal, agent, representative, contractor,
subcontractor and in any other lawful capacity.
To apply for, register, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate,
develop, enjoy, turn to account, grant licenses and immunities in
respect of, manufacture under and to introduce, sell, assign,
mortgage, pledge or otherwise dispose of, and in any manner deal
with and contract with reference to:
(a) inventions, devices, formulae, processes and any
improvements and modifications thereof;
(b) letters patent, patent rights, patented processes,
copyrights, designs and similar rights, trade-marks, trade symbols
and other indications of origin and ownership granted by or
recognized under the laws of
the United States of America or of any state or subdivision thereof,
or of any foreign country or subdivision thereof, and all rights
connected therewith or appertaining thereunto;
(c) franchises, licenses, grants and concessions;
To have, in furtherance of the corporate purposes, all of the powers
conferred upon corporations organized under the Business Corporation
Law subject to any limitations thereof contained in this Certificate
of Incorporation or in the laws of the State of New York.
THIRD: No holder of stock of the Corporation shall be entitled
as a matter of right to subscribe for, purchase or receive any
shares of its stock, whether out of the number of shares authorized
by the Certificate of Incorporation or by amendment thereof, or out
of the shares of stock of the Corporation acquired by it after the
issuance thereof, or any rights or options to subscribe for,
purchase or receive stock of the Corporation which it may issue or
sell, nor shall any holder of stock of the Corporation be entitled
as a matter of right to subscribe for, purchase or receive any
bonds, debentures or other securities which the Corporation may
issue or sell that shall be convertible into or exchangeable for
stock of the Corporation or to which shall be attached or appertain
any warrant or warrants or other instrument or instruments or rights
that shall confer upon the holder or owner of such securities the
right to subscribe for, purchase or receive from the Corporation any
shares of its stock; but any stock of the Corporation, whether now
or hereafter authorized or acquired by the Corporation, and any
rights or options to subscribe for, purchase or receive stock from
the Corporation, and any bonds, debentures or other securities of
the Corporation convertible into or exchangeable for stock of the
Corporation or to which shall be attached or appertain any warrant
or warrants or other instrument or instruments or rights that shall
confer upon the holder or owner of such securities the right to
subscribe for, purchase or receive from the Corporation any shares
of it stock, may be issued and disposed of by the Board of Directors
to such persons, firms, corporations or associations for such
consideration, upon such terms and in such manner as the Board of
Directors may in its discretion determine, without offering any
thereof on the same terms or on any terms to the stockholders then
of record or to any class of stockholders; provided, however, that
no share of stock having a par value shall be issued for a
consideration in an amount less than the par value of such shares of
stock.
FOURTH: The office of the Corporation is to be located in St.
James, Town of Smithtown, County of Suffolk, State of New York. The
Secretary of State is designated as agent upon whom process against
the corporation may be served. The address to which the Secretary of
State shall mail a copy of any process against the Corporation
served upon him pursuant to law is: Gyrodyne Company of America,
Inc., c/o Lamb & Barnosky, LLP, 534 Broadhollow Road, C.S. 9034,
Melville, New York 11747-9034.
FIFTH: The duration of said Corporation shall be perpetual.
SIXTH: The Board of Directors shall consist of not less than
three (3) nor more than nineteen (19) directors, who need not be
shareholders. Within these limits, the number of directors of the
Corporation shall be fixed from time to time by resolution of the
Board of Directors. The directors in office shall be divided, with
respect to the time for which they severally hold office, into three
classes: Class I, Class II and Class III. The term of office of the
Class I
directors will expire at the 1997 annual meeting of the
shareholders, the term of office of the Class II directors will
expire at the 1998 annual meeting of the shareholders and the term
of the office of the Class III directors will expire at the 1999
annual meeting of shareholders following their election, and shall
hold office until their successors have been duly elected and
qualified. At each annual meeting of shareholders, commencing with
the 1997 annual meeting, directors elected to succeed the directors
whose terms then expire shall be elected for a term of office to
expire at the third succeeding annual meeting of shareholders
following their election. Directors shall hold office until their
successors have been duly elected and qualified, provided, however,
that a director may resign. If the number of directors is not evenly
divisible into thirds, the Board shall determine which Class or
Classes shall have one extra director. Any additional director of
any Class elected to the Board of Directors to fill a vacancy from
an increase in such Class shall hold office for the term that
expires as to that Class. The tenure of a director shall not be
affected by any decrease in the number of directors so made by the
Board.
SEVENTH: The aggregate number of shares which the Corporation
is authorized to issue is four million ($4,000,000), all of which
shall be of par value of $1.00 per share.
EIGHTH: All of the shares which the Corporation is authorized
to issue shall be of one class, and shall be designated common
stock."
6. The foregoing Restated Certificate of Incorporation of the Corporation
was authorized by vote of the Board of Directors.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
subscribed this 6th day of August, 2001 by the undersigned who affirm that the
statements made herein are true under the penalties of perjury.
/s/_______________________________________
STEPHEN V. MARONEY, President
/s/_____________________________________
PETER PITSIOKOS, Secretary