The Kings New York Amended and Restated Certificate of Incorporation is a legally binding document that outlines the key details and provisions governing the formation and operation of CMI Corporation. It serves as the company's foundational legal document, similar to a constitution, and is filed with the appropriate state authorities. This document provides various important provisions that shape CMI Corporation's governance and operations. It typically includes the following information: 1. Company Name and Purpose: The certificate of incorporation states the legal name of the corporation, which, in this case, is CMI Corporation. It also specifies the company's purpose, which can be a general statement allowing for broad business activities or a more specific set of objectives. 2. Share Structure and Capitalization: This section outlines the details of the corporation's authorized share capital, including the number and types of shares (common or preferred) and any restrictions or voting rights associated with them. It may also mention the par value of the shares, if applicable. 3. Registered Agent and Office: The certificate designates a registered agent, usually a person or entity authorized to accept legal documents on behalf of the corporation, and specifies the registered office address, which is typically within the state of incorporation. 4. Directors and Officers: The roles and responsibilities of the corporation's directors and officers are defined in this section. It may include details such as the number of directors, their qualifications, election procedures, and any limitations on liability. The officers' positions, such as CEO, CFO, and Secretary, may also be specified. 5. Indemnification: The certificate may contain provisions to protect directors, officers, and employees from liability, subject to statutory requirements. It outlines the extent to which the corporation will indemnify these individuals for acts performed in their official capacity. 6. Amendments and Bylaws: The document typically outlines the procedure for amending the certificate of incorporation and establishes that the corporation will have bylaws governing its internal operations. It's important to note that the specific content of the Kings New York Amended and Restated Certificate of Incorporation may differ depending on the corporation's requirements, state of incorporation, and industry.