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Exhibit 3(i)
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
PRO TECH COMMUNICATIONS, INC.
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Pursuant to Sections 607.1003 and 607.1007 of the Florida Business
Corporation Act, Pro Tech Communications, Inc., a Florida corporation (the
ACorporation@), certifies that:
These Amended and Restated Articles of Incorporation contain amendments
requiring the approval of the holders of shares of the common stock of the
Corporation, and the shareholders of the Corporation approved such amendments at
an annual shareholders' meeting duly held on August 11, 2000. The number of
votes cast in favor of the amendments was sufficient for approval by the holders
of the common stock of the Corporation. These Amended and Restated Articles of
Incorporation were duly adopted, and proposed and recommended for action by the
shareholders, by the Board of Directors at a meeting of the Board of Directors
held on August 14, 2000.
The text of the Articles of Incorporation, as amended, of the
Corporation is hereby amended and restated in its entirety, effective as of the
date of filing of these Amended and Restated Articles of Incorporation with the
Secretary of State of Florida, to read as follows:
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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PRO TECH COMMUNICATIONS, INC.
ARTICLE I
NAME
The name of the Corporation is Pro Tech Communications, Inc.
ARTICLE
PRINCIPAL OFFICE
The mailing address of the principal office of this Corporation is:
3311 Industrial 25th Street
Fort Pierce, Florida 34946
ARTICLE III
PURPOSE
This Corporation is organized for the purpose of transacting any and
all lawful business.
ARTICLE IV
CAPITAL STOCK
A. The aggregate number of shares which the corporation is
authorized to issue is Forty-One Million (41,000,000) shares, consisting of:
(1) Forty Million (40,000,000) shares of common stock
with a par value of $.001 per share (the "Common Stock"); and
(2) One Million (1,000,000) shares of preferred stock
with a par value of $.01 per share (the "Preferred Stock").
B. The preferences and relative, participating or other rights
of the preferred stock, and the qualifications, limitations or restrictions
thereof are as follows:
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(1) The Preferred Stock may be issued from time to
time in one or more classes or series, the shares of each class or series to
have such designations and powers, preferences and rights, qualifications,
limitations and restrictions thereof as are stated and expressed herein and in
the resolution or resolutions providing for the issue of such class or series
adopted by the Board of Directors as hereinafter prescribed.
(2) Authority is hereby expressly granted to and
vested in the Board of Directors to authorize the issuance of the Preferred
Stock from time to time in one or more classes or series, to determine and take
necessary proceedings fully to effect the issuance and redemption of any such
Preferred Stock, and, with respect to each class or series of the Preferred
Stock, to fix and state by the resolution or resolutions from time to time
adopted providing for the issuance thereof the following:
(a) whether or not the class or series is to
have voting rights, full or limited, or is to be without voting rights;
(b) the preferences and relative,
participating, optional or other special rights, if any, with respect
to any class or series;
(c) whether or not the shares of any class
or series shall be redeemable and if redeemable the redemption price or
prices, and the time or times at which and the terms and conditions
upon which, such shares shall be redeemable and the manner of
redemption;
(d) whether or not the shares of a class or
series shall be subject to the operation of retirement or sinking funds
to be applied to the purchase or redemption of such shares for
retirement, and if such retirement or sinking fund or funds be
established, the annual amount thereof and the terms and provisions
relative to the operation thereof;
(e) the dividend rate, whether dividends are
payable in cash, stock of the Corporation, or other property, the
conditions upon which and the times when such dividends are payable,
the preference to or the relation to the payment of the dividends
payable on any other class or classes or series of stock, whether or
not such dividend shall be cumulative or noncumulative, and if
cumulative, the date or dates from which such dividends shall
accumulate;
(f) whether or not the shares of any class
or series shall be convertible into, or exchangeable for, the shares of
any other class of classes or of any other series of the same of any
other class or classes of stock of the Corporation and the conversion
price or prices or ratio or ratios or the rate or rates at which such
conversion or exchange may be made, with such adjustments, if any, as
shall be stated and expresses or provided for in such resolution or
resolutions; and
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(g) such other special rights and protective
provisions with respect to any class or series as the Board of
Directors may deem advisable.
The shares of each class or series of the Preferred Stock may vary from
the shares of any other series thereof in any or all of the foregoing respects.
The Board of Directors may increase the number of shares of the Preferred Stock
designated for any existing class or series by a resolution adding to such class
or series authorized and unissued shares of the Preferred Stock not designated
for any other class or series. The Board of Directors may decrease the number of
shares of the Preferred Stock not designated for any other class or series. The
Board of Directors may decrease the number of shares of the Preferred Stock
designated for any existing class or series by a resolution, subtracting from
such series unissued shares of Preferred Stock designated for such class or
series, and the shares so subtracted shall become authorized, unissued and
undesignated shares of Preferred Stock.
ARTICLE V
REGISTERED OFFICE AND AGENT
The street address of the registered office of this Corporation is 3732
N.W. 16th Street, Fort Lauderdale, Florida 33311 and the name of the registered
agent of this Corporation at that address is Filings, Inc., a Florida
corporation.
ARTICLE VI
BOARD OF DIRECTORS
The Corporation shall initially have one (1) director to hold office
until the first annual meeting of shareholders and his successor shall have been
duly elected and qualified, or until his earlier resignation, removal from
office or death. The number of directors may be either increased or decreased
from time to time in accordance with the Bylaws of the Corporation.
ARTICLE VII
INDEMNIFICATION
The Corporation shall indemnify any officer or director, or any former
officer or director, to the full extent permitted by law.
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ARTICLE VIII
AMENDMENT
This Corporation reserves the right to amend or repeal any provision
contained in these Amended and Restated Articles of Incorporation, or any
amendment hereto, and any right conferred upon the shareholders is subject to
this reservation.
IN WITNESS WHEREOF, the undersigned has executed these Amended and
Restated Articles of Incorporation as of the 14th day of August 2000.
/s/ Richard Hennessey
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Richard Hennessey, President
Pro Tech Communications, Inc.
STATE OF FLORIDA
COUNTY OF ST. LUCIE
The foregoing instrument was acknowledged before me this 14th day of
August 2000, by Richard Hennessey, President of Pro Tech Communications, Inc., a
Florida corporation, on behalf of the corporation. He is personally known to me
or has produced driver's license as identification.
/s/ Jan Miller
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NOTARY PUBLIC
Jan Miller
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Type or Print Name
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