<PAGE>   1

                                                                    EXHIBIT 3(i)
                           ARTICLES OF INCORPORATION
                         ALLIED CAPITAL CORPORATION II
                            (A MARYLAND CORPORATION)


         The undersigned, Thomas R. Salley, III, whose post office address is
1666 K Street, N.W., Suite 901, Washington, D.C. 20006, being at least
eighteen (18) years of age, does hereby form a corporation under the general
laws of the State of Maryland.

         FIRST:     The name of the corporation (hereinafter referred to as the
"Corporation") is: Allied Capital Corporation II.

         SECOND:    The purposes for which the Corporation is organized are as
follows:

                    A.     To render advice and consulting services to
         corporations, individuals, partnerships and other business entities;
         to enter into contracts with any of such entities for the purpose of
         carrying out such advisory and consulting services; to register as an
         investment adviser with such agencies and in such jurisdictions where
         such registration is deemed appropriate; and to do all such other acts
         as may be related or incidental to the purposes of an investment
         adviser, merchant bank or similar financial institution;

                    B.     To purchase, acquire, hold, own, improve, develop,
         sell, convey, assign release, mortgage, encumber, use, lease, hire,
         manage, deal in and otherwise dispose of real property and personal
         property of every kind and nature or any interest therein, improved or
         otherwise, including stocks and securities of other corporations; to
         loan money; to take securities for the payment of all sums due the
         Corporation; to sell, assign and release such securities;

                    C.     To equip, furnish, improve, develop and manage any
         property, real or personal; to invest, trade and deal in any personal
         property; to encumber or dispose of any personal property at any time
         held or owned by the Corporation;

                    D.     To engage in, operate and acquire interests in any
         kind of business, of whatever nature, which may be permitted by law;

                    E.     To import, export, produce, buy, sell and otherwise
         deal in and with, goods, wares and merchandise of every kind, class
         and description;

                    F.     To acquire all or any part of the good will, rights,
         property and business of any individual, association, partnership,
         joint venture, corporation or other legal entity; to hold, utilize,
         enjoy and in any manner dispose of the whole or any part of the
         rights, property and business so acquired; to assume in connection
         therewith any liabilities of any such individual, association,
         partnership, joint venture, corporation or other legal entity;

                    G.     To acquire, by purchase, subscription or in any
         other manner, take, receive, hold, use, employ, sell, assign,
         transfer, exchange, pledge, mortgage, lease, dispose of and otherwise
         deal in and with any shares of stock or other shares, voting trust
         certificates, bonds, debentures, notes, mortgages or other
         obligations, securities or evidences of indebtedness, and any
         certificates, receipts, warrants or other instruments evidencing
         rights or options to receive, purchase or subscribe for the same or
         representing any other rights or interests therein or in any property
         or assets, issued or created by any individual, association,
         partnership, joint venture, corporation, government (or subdivision or
         agency thereof) or other legal entity, wherever organized and wherever
         doing business; to possess and exercise in respect thereof any and all
         of the rights, powers and privileges of individual holders including,
         without limitation, the right to vote any shares of stock so held or
         owned and,
<PAGE>   2
         upon a distribution of the assets or a division of the profits of the
         Corporation, to distribute any such shares of stock or other shares,
         voting trust certificates, bonds or other obligations, securities or
         evidences of indebtedness (or the proceeds thereof) among the
         stockholders of the Corporation;

                    H.     To erect commercial buildings and other buildings,
         private or public of all kinds, and to sell and rent the same; to
         contract, enlarge, repair, grade, pave, dedicate, remodel or otherwise
         engage in any work upon buildings of every nature, roads, avenues,
         highways, paths, walks, parks, playgrounds and sidewalks; to engage in
         iron, steel, wood, brick, concrete, stone, cement, masonry, glass and
         earth construction; to execute contracts or to receive assignments of
         contracts therefor or relating thereto; to manufacture and furnish the
         building materials and supplies connected therewith;

                    I.     To apply for, obtain, purchase or otherwise acquire
         any patents, copyrights, licenses, trademarks, trade names, rights,
         processes, formulae and the like; to use, exercise, develop and grant
         licenses in respect of, sell and otherwise turn to account the same;

                    J.     To purchase (or otherwise acquire), hold, sell,
         retire, reissue or otherwise dispose of shares of its own stock of any
         class in any manner now or hereafter authorized or permitted by law,
         and to pay therefor, with cash or other property;

                    K.     To borrow or raise money and to issue bonds,
         debentures, notes or other obligations of any nature (and in any
         manner permitted by law) for money so borrowed or in payment for
         property purchased, or for any other lawful consideration, and to
         secure the payment thereof, and of the interest thereon, by mortgage
         upon, pledge, conveyance or assignment in trust of, the whole or any
         part of the property of the Corporation, real or personal, including
         contract rights, whether at the time owned or thereafter acquired; to
         sell, pledge, discount or otherwise dispose of such bonds, debentures,
         notes or other obligations of the Corporation;

                    L.     To aid, by loan, subsidy, guaranty or in any lawful
         manner whatsoever, any individual, association, partnership, joint
         venture, corporation or other legal entity whose stocks, bonds, notes,
         debentures or other obligations, securities or evidences of
         indebtedness are in any manner directly or indirectly held or
         guaranteed by the Corporation, or by any corporation in which the
         Corporation may have an interest directly or indirectly as
         stockholder, creditor, guarantor or otherwise, or whose shares or
         securities are owned by the Corporation; to do any and all lawful acts
         and things designed to protect, preserve, improve or enhance the value
         of any stocks, bonds, notes, debentures or other obligations,
         securities or evidences of indebtedness of any individual, association,
         partnership, joint venture, corporation or other legal entity in which
         the Corporation has an interest directly or indirectly as a
         stockholder, creditor, guarantor or otherwise, or whose shares or
         securities are owned by the Corporation, or to lend money with or
         without collateral security;

                    M.     To guarantee the payment of dividends upon any
         shares of stock of any other association or corporation; to guarantee
         the performance of any contract by any individual, association,
         partnership, joint venture, corporation or other legal entity; to
         endorse or otherwise guarantee the payment of principal and interest,
         or either, of any bonds, debentures, notes, securities or other
         evidences of indebtedness created or issued by any such individual,
         association, partnership, joint venture, corporation or other legal
         entity, it not being necessary that any such guaranty or endorsement
         shall be intended to result in any benefit to the Corporation (it
         being understood that in no way shall the Corporation act as a surety
         company);

                    N.     To carry out all or any part of the purposes set
         forth herein as principal, broker, factor, agent, contractor or
         otherwise, either alone, through or in conjunction with any
         individual, association, partnership, corporation or other legal
         entity; to make, execute

                                       2
<PAGE>   3
         and perform any contracts or agreements and to do any other acts and
         things for the accomplishment of any of the purposes set forth herein
         or incidental to such purposes, or which at any time may appear
         conducive to or expedient for the accomplishment of any such purposes;

                    O.     To carry out all of the purposes set forth herein in
         any or all states, territories, districts, dependencies and
         possessions of the United States of America and any foreign country;
         to maintain offices and agencies in any or all states, territories,
         districts, dependencies and possessions of the United States of
         America and any foreign country;

                    P.     To organize, incorporate, reorganize, liquidate and
         dissolve any association, partnership, joint venture, corporation
         (subsidiary, affiliated or other) or other legal entity for any
         purpose permitted by law; to invest in any manner in any association,
         partnership, joint venture, corporation (subsidiary, affiliated or
         other) or other legal entity;

                    Q.     To do any act or thing and exercise any power
         suitable, convenient or proper for the accomplishment of any of the
         purposes set forth herein or incidental to such purposes, or which at
         any time may appear conducive to or expedient for the accomplishment
         of any of such purposes; and

                    R.     To have and exercise any and all powers and
         privileges now or hereafter conferred by the general laws of the State
         of Maryland upon corporations formed under such laws.

         The foregoing enumeration of the purposes of the Corporation is made
in furtherance and not in limitation of the powers conferred upon the
Corporation by law.  The mention of any particular purpose is not intended in
any manner to limit or restrict the generality of any other purpose mentioned,
or to limit or restrict any of the powers of the Corporation.  The Corporation
shall have, enjoy and exercise all of the powers and rights now or hereafter
conferred by the laws of the State of Maryland upon corporations of a similar
character, it being the intention that the purposes set forth in each of the
paragraphs of this Article shall, except as otherwise expressly provided, in
nowise be limited or restricted by reference to or inference from the terms of
any other clause or paragraph of this or any other Article of these Articles of
Incorporation, or of any amendment thereto, and shall each be regarded as
independent, and construed as powers as well as purposes; provided, however,
that nothing herein contained shall be deemed to authorize or permit the
Corporation to carry on any business or exercise any power, or do any act which
a corporation formed under the general laws of the State of Maryland may not at
the time lawfully carry on or do.

         THIRD:     The post office address of the principal office of the
Corporation in the State of Maryland is: 5422 Albia Road, Bethesda, Maryland
20816.  The name and post office address of the resident agent of the.
Corporation in the State of Maryland are: G. Cabell Williams III, 5422 Albia
Road, Bethesda (Montgomery County), Maryland 20816.  Said resident agent is a
citizen of the State of Maryland and actually resides therein.

         FOURTH:     The total number of shares of stock which the Corporation
has authority to issue is twenty million (20,000,000) shares of Common Stock,
with a par value of One Dollar ($1.00) per share.  The aggregate par value of
all such shares is Twenty Million Dollars ($20,000,000.00).

         FIFTH:     The initial number of directors of the Corporation shall be
three (3) in accordance with the provisions of Section 2-402(a) of the General
Corporation Law of the State of Maryland, which number may be changed pursuant
to the provisions set forth in the Bylaws of the Corporation, but shall never
be less than the number permitted by law, and the names of the directors who
shall act until the first annual meeting of stockholders of the Corporation or
until their successors are duly chosen and qualify are: David Gladstone, David
P. Parker and Thomas R. Salley, III.

         SIXTH:     The following provisions are hereby adopted for the purpose
of defining, limiting and regulating the powers of the Corporation and of the
Board of Directors and stockholders:

                                       3
<PAGE>   4
                    A.     The Board of Directors of the Corporation is hereby
         empowered to authorize and direct the issuance from time to time or at
         any time or times of the shares of stock of the Corporation of any
         class, now or hereafter authorized, any options or warrants for such
         shares permitted by law, any rights to subscribe to or purchase such
         shares and any other securities of the Corporation, for such
         consideration as the Board of Directors may deem advisable, subject to
         such limitations and restrictions, if any, as may be set forth in the
         Bylaws of the Corporation.

                    B.     No holder of shares of stock of the Corporation of
         any class, now or hereafter authorized, shall have any preferential or
         preemptive right to subscribe for, purchase or receive (i) any shares
         of stock of the Corporation of any class, now or hereafter authorized,
         (ii) any options or warrants for any such preferential or preemptive
         shares, (iii) any rights to subscribe to or purchase any such shares,
         or (iv) any other securities of the Corporation which may at any time
         or from time to time be issued, sold or offered for sale by the
         Corporation.

                    C.     The Board of Directors of the Corporation is hereby
         empowered to adopt Bylaw provisions with respect to the
         indemnification of directors, officers, employees, agents and other
         persons and to make such other indemnification as it shall deem
         expedient and in the best interests of the Corporation to the extent
         permitted by law and Article SEVENTH hereof.

                    D.     The provisions relating to certain special voting
         requirements set forth in Title 3, Subtitle 6 of the General
         Corporation Law of the State of Maryland and the provisions relating
         to certain control shares set forth in Title 3, Subtitle 7 of the
         General Corporation Law of the State of Maryland shall not be
         applicable, pursuant to Sections 3-603(e)(iii) and 3-702(b) thereof,
         respectively, to the shares of the Corporation which are owned by, or
         which shall in the future be issued to and owned by, any employee
         stock ownership plan, incentive stock ownership plan or other similar
         plan established now or in the future for the benefit of the
         Corporation's directors, officers, employees or affiliates, and,
         without limiting the foregoing, none of such shares owned by any such
         plan shall, for purposes of such subtitles, be aggregated with any
         shares owned individually by any beneficiaries of any such plan.

                    E.     The Board of Directors is expressly authorized to
         make, amend, alter, repeal or rescind the Bylaws of the Corporation.

                    F.     The Corporation reserves the right to amend these
         Articles of Incorporation in any way which alters the contract rights,
         as expressly set forth in these Articles of Incorporation, of any
         outstanding stock of the Corporation and substantially adversely
         affects any of the rights of any of the holders of any outstanding
         stock of the Corporation.

         SEVENTH:
                    A.     The Corporation shall indemnify (i) its directors
and officers, whether serving the Corporation or, at its request, any other
entity, to the full extent permitted by the general laws of the State of
Maryland now or hereafter in force, including the advance of expenses under the
procedures and to the full extent permitted by law and (ii) other employees and
agents to such extent as shall be authorized by the Board of Directors or the
Corporation's Bylaws and be permitted by law.  The foregoing rights of
indemnification shall not be exclusive of any other rights to which those
seeking indemnification may be entitled.  The Board of Directors may take such
action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such Bylaws,
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law.  No amendment to or
repeal of this Article SEVENTH shall limit or eliminate the right to
indemnification provided hereunder with respect to acts or omissions occurring
prior to such amendment or repeal.

                                       4
<PAGE>   5
         B.   To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, no director or officer of this
Corporation shall be personally liable to the Corporation or its stockholders
for money damages.  No amendment to or repeal of this Article SEVENTH shall
limit or eliminate the benefits provided to directors and officers under this
provision with respect to any act or omission which occurred prior to such
amendment or repeal.

   EIGHTH: The duration of the Corporation shall be perpetual.

   IN WITNESS WHEREOF, I have signed these Articles of Incorporation on the
19th day of December 1990, and I acknowledge the same to be my act and deed and
that, to the best of my knowledge, information and belief, all matters and
facts stated herein are true in all material respects and that such statement
is made under the penalties of perjury.

                                           SOLE INCORPORATOR:

                                                   /s/ THOMAS  R. SALLEY, III
                                                   --------------------------
                                           Thomas R. Salley, III





                                       5