The Illinois Amended and Restated Certificate of Incorporation is a legal document that outlines the fundamental structure and governing principles of CMI Corporation, a corporation registered in the state of Illinois. This certificate serves as the foundation for the corporation's existence and provides important information regarding its formation, purpose, and governance. The amended and restated certificate is typically prepared and filed when there are significant changes to the corporation's original certificate of incorporation. This updated document ensures that the corporation's governing structure and provisions are aligned with any modifications made to its organizational structure or business objectives. Key elements addressed in the Amended and Restated Certificate of Incorporation include: 1. Name and Identification: This section confirms the legal name and any changes made to the corporation's name. It may also include information about the principal place of business and registered office address. 2. Purpose: The purpose clause defines the broad objectives for which the corporation was formed. It typically includes language that grants the corporation the power to engage in any lawful business activity and pursue various corporate opportunities. 3. Capital Stock: This section outlines the authorized capital stock of the corporation, including the number of authorized shares and their par value, if applicable. It may also detail any restrictions or special provisions related to different classes of stock, such as preferred or common shares. 4. Directors and Officers: The Amended and Restated Certificate of Incorporation identifies the individuals who will serve on the corporation's board of directors and officers. It may establish the number of directors, their qualifications, and the terms of their office. Additionally, it may provide restrictions on director liability and indemnification provisions. 5. Registered Agent and Office: This section designates a registered agent, who serves as a point of contact for official communication and legal service of process on behalf of the corporation. It includes the agent's name, address, and their acceptance of appointment. 6. Amendments and Dissolution: The certificate may outline the process and requirements for future amendments to the certificate of incorporation. If applicable, it may also include provisions related to the dissolution or liquidation of the corporation. Different types or versions of Amended and Restated Certificate of Incorporation for CMI Corporation may be distinguished by the revision number or the specific purpose of the amendments made. Examples may include the First Amended and Restated Certificate, Second Amended and Restated Certificate, or Amended and Restated Certificate for a specific purpose such as a merger or acquisition. In conclusion, the Illinois Amended and Restated Certificate of Incorporation is a crucial legal document that details the essential characteristics and governing rules of CMI Corporation. Its content encompasses various aspects such as purpose, capital stock, directors, officers, registered agent, and provisions for amendments or dissolution.