RESTATED CERTIFICATE OF INCORPORATION
OF
COYNE INTERNATIONAL ENTERPRISES CORP.
PURSUANT TO SECTION 807 OF THE NEW YORK
BUSINESS CORPORATION LAW
The undersigned, being the President and Secretary of Coyne International
Enterprises Corp., hereby certify as follows:
1. The name of the corporation is Coyne International Enterprises Corp.
2. The date its Certificate of Incorporation was filed by the Department
of State is June 23, 1961.
3. The Certificate of Incorporation as now in full force and effect is
hereby amended to effect the following changes:
(a) Article 2 is hereby amended to read as follows:
"2. The purpose for which this corporation is formed is to engage in
any lawful act or activity for which corporations may be formed under
the Business Corporation Law."
(b) Articles 7 and 8 relating to original directors and incorporators
of the corporation are hereby deleted.
(c) Article 9 relating to contracts between the corporation and other
firms or corporations is renumbered as Article 7.
(d) Article 10 relating to purchase of capital stock is renumbered as
Article 8.
(e) Article 11 relating to By-laws of the corporation is renumbered as
Article 9.
(f) Article 12 relating to service of process is renumbered as
Article 11 and is amended to read as follows:
"11. The address to which the Secretary of State shall mail a copy of
any process against the corporation which may be served upon him is
c/o O'Hara, Hanlon, Knych & Pobedinsky, LLP, One Park Place,
Syracuse,New York 13202."
(g) Article 13 relating to the designation of the Secretary of State
as agent for sevice of process is renumbered as Article 10.
(h) Article 14 relating to conversion of shares is hereby deleted.
4. The text of the Certificate of Incorporation, as amended, is hereby
restated as further amended to read as fully set forth herein:
1. The name of the corporation shall be Coyne International
Enterprises Corp.
2. The purpose for which this corporation is formed is to engage in
any lawful act or activity for which corporations may be formed under
the Business Corporation Law.
3. (a) The aggregate number of shares which the corporation is
authorized to issue is 234,000 shares of which 30,000 shares shall be
Class A preferred shares with a par value of $100.00 per share, 5,000
shall be Class B preferred shares with a par value of $500.00 per
share, and 199,000 of which shall be common shares having a par value
of $.01 per share. The common shares shall be divided into 100,000
Class A common shares and 99,000 Class B common shares.
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(b) The designations, relative rights, preferences and
limitations of each class of shares shall be as follows:
(1) Dividend Rights. The holders of Class A and B preferred
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shares shall be entitled to non-cumulative dividends as and when
declared by the Board of Directors out of funds legally available
therefore, at a rate of five percent (5%) per annum and no more,
payable quarterly, semi-annually or annually, on such dates as
may be determined by the Board of Directors. No dividends shall
be declared or paid on the Class B preferred shares unless the
full five percent (5%) dividend for the current year shall have
been declared and paid on all shares of Class A preferred. No
dividend shall be declared or paid in any fiscal year on the
common shares until the five percent (5%) dividend on both
classes of the preferred shares for that year has been declared
or paid. After full non-cumulative dividends at a rate of five
percent (5%) per annum for the then current year shall have been
declared and paid to the holders of Class A and B preferred
shares, and after making any such provision for working capital
and reserves as the Board of Directors in its sole discretion may
deem desirable, additional dividends may be declared, paid or set
apart during that year to be paid exclusively to the holders of
the common shares, share and share alike. Subject to the
foregoing provisions, the preferred shares shall not be entitled
to participate in any other additional surplus, net profits or
earnings of the corporation.
(2) Voting Rights. The entire voting rights of the
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corporation shall be vested in the Class A common shares and each
issued and outstanding Class A common share shall have one vote.
(3) Liquidation Rights. In case of liquidation,
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dissolution, or distribution of the assets of the
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corporation, the holders of the preferred shares shall be
paid the par value of their preferred shares before any
amount shall be paid to the common shares. After payment on
the par value of the preferred shares, the balance of the
assets and funds of the corporation shall be distributed
solely among the holders of the common shares. A
consolidation or merger of the corporation with or into any
other corporation shall not constitute a liquidation,
dissolution, or winding up within the meaning of this
paragraph.
(4) Common Shares. Except for voting rights, all of which
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shall be in the Class A shares, the Class A and Class B
common shares shall have identical rights and preferences.
(5) Callable Preferred. At any time, the corporation shall
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have the right to redeem all or any part of its issued and
outstanding preferred shares, at a price equal to the par
value of the shares redeemed. The Board of Directors shall
have full power and discretion to determine and select from
the outstanding preferred shares particular shares for
redemption and its proceedings and action in this connection
shall not be subject to attack. Shares may be redeemed from
either or both classes of preferred shares. The corporation
may, at its election, issue debentures in exchange for
preferred shares payable in 40 equal quarterly installments
including principal and interest at 6%.
4. The principal offices of the corporation shall be located in
the City of Syracuse, Onondaga County, New York.
5. The duration of the corporation shall be perpetual.
6. The number of directors shall be not less than three nor
more than ten.
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7. No contract or other transaction between the corporation and
any other corporation shall be affected or invalidated by the fact
that any one or more of the directors of this corporation is, or
are interested in, or is a director of, or officer, or are
directors of such other corporation, and any director or
directors, individually or jointly, may be a party, or parties to,
or may be interested in any contract or transaction of this
corporation, or in which this corporation is interested; and no
contract, act or transaction of this corporation with any person
or persons, firm or corporation shall be affected or invalidated
by the fact that any directors or director of this corporation is
a party or parties to, or interested in such contract, act or
transaction, or in any way connected with such person or persons,
firm, association or corporation.
8. No holder of any share of capital stock of this corporation,
shall, because of his ownership of capital stock, have a pre-
emptive or other right to purchase, subscribe for or take any part
of any capital stock or any part of the notes, debentures, bonds
or other securities convertible into or carrying options or
warrants to purchase capital stock of this corporation, authorized
by this certificate of incorporation and issued, optioned or sold
by it after its incorporation, whether the capital stock issued or
sold, be capital stock authorized by this certificate of
incorporation or be authorized by an amended certificate, duly
filed and in effect at the time of the issuance or sale of such
capital stock. Any part of the capital stock and any part of the
notes, debentures, bonds, or other securities convertible into or
carrying options or warrants to purchase capital stock of this
corporation authorized by this certificate of incorporation or by
an amended certificate duly filed, may at any time be issued,
optioned for sale and sold or disposed of by this corporation,
pursuant to resolution of its Board of Directors to such persons
and upon such terms and conditions as may, to the Board seem
proper and advisable without first offering the said capital stock
or any part thereof to existing stockholders.
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9. Subject to provisions of the By-laws made by incorporators or
stockholders, the Board of Directors may make By-laws and may from
time to time alter, amend, or repeal any By-laws, and any By-laws
made by the directors may be altered, amended or repealed by the
stockholders at any annual meeting, or at any special meeting
provided notice of such proposed alteration, amendment or repeal
shall be included in the notice of such annual or special meeting.
10. The Secretary of State of the State of New York is hereby
designated as agent of this corporation upon whom all process in
any action or proceeding against the corporation may be served
within the State of New York.
11. The address to which the Secretary of State shall mail a copy
of any process against the corporation which may be served upon
him is c/o O'Hara, Hanlon, Knych & Pobedinsky, LLP, One Park
Place, Syracuse, New York 13202.
5. This Restated Certificate of Incorporation was authorized by
unanimous vote of the Board of Directors and by unanimous written consent of all
shareholders of record. In witness of the foregoing, we have executed this
certificate and affirmed the truth of the statements contained herein under the
penalty of perjury on July 22, 1998.
COYNE INTERNATIONAL ENTERPRISES CORP.
By: /s/ Thomas M. Coyne
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Thomas M. Coyne, President
By: /s/ Alexander Pobedinsky
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Alexander Pobedinsky, Secretary
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