Exhibit 3.1
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 service 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.
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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.
(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
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and B preferred 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
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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
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
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of which shall be in
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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
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corporation shall 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.
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
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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 preemptive 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
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thereof to existing stockholders.
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
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.
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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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