<PAGE>
 
                                  EXHIBIT 3.1
<PAGE>
 
                         CERTIFICATE OF INCORPORATION

                                      OF

                             CFS BANCSHARES, INC.


                                   ARTICLE I

                                     NAME

The name of the corporation is CFS Bancshares, Inc. (herein the "Corporation").

                                  ARTICLE II

                               REGISTERED OFFICE

     The address of the Corporation's registered office in the State of Delaware
is The Corporation Trust Company, at 1209 Orange Street in the City of
Wilmington of New Castle County.  The name of the Corporation's registered agent
at such address is The Corporation Trust Company.


                                  ARTICLE III

                                    POWERS

     The purpose for which the Corporation is organized is to act as a savings
institution holding company and to transact all other lawful business for which
corporations may be incorporated pursuant to the laws of the State of Delaware.
The Corporation shall have all the powers of a corporation organized under the
General Corporation Law of the State of Delaware.


                                  ARTICLE IV

                                     TERM

     The Corporation is to have perpetual existence.


                                   ARTICLE V

                                 INCORPORATOR

     The name and mailing address of the incorporator is as follows:

       Name                         Mailing Address
       ----                         ---------------

    Bunny Stokes, Jr.               1700 Third Avenue North
                                    Birmingham, Alabama 35203
<PAGE>
 
                                  ARTICLE VI

                               INITIAL DIRECTORS

     The number of directors constituting the initial board of directors of the
Corporation is four, and the names and addresses of the persons who are to serve
as directors until their successors are elected and qualified, together with the
classes of directorships to which such persons have been assigned, are:

<TABLE>
<CAPTION>
     Name                    Address                   Class
     ----                    -------                   -----
<S>                    <C>                             <C>
Bunny Stokes, Jr.      1700 Third Avenue North           I
                       Birmingham, Alabam 35203
 
Odessa Woolfolk        1700 Third Avenue North           II
                       Birmingham, Alabam 35203
 
James W. Coleman       1700 Third Avenue North           III
                       Birmingham, Alabam 35203
 
Rev. John T. Porter    1700 Third Avenue North           III
                       Birmingham, Alabam 35203
</TABLE>


                                  ARTICLE VII

                                 CAPITAL STOCK

     The aggregate number of shares of all classes of capital stock which the
Corporation has authority to issue is 1,100,000 of which 1,000,000 are to be
shares of common stock, $.01 par value per share, and of which 100,000 are to be
shares of serial preferred stock, $.01 par value per share.  The shares may be
issued by the Corporation from time to time as approved by the board of
directors of the Corporation without the approval of the stockholders except as
otherwise provided in this Article VII or the rules of a national securities
exchange if applicable.  The consideration for the issuance of the shares shall
be paid to or received by the Corporation in full before their issuance and
shall not be less than the par value per share.  The consideration for the
issuance of the shares shall be cash, services rendered, personal property
(tangible or intangible), real property, leases of real property or any
combination of the foregoing. In the absence of actual fraud in the transaction,
the judgment of the board of directors as to the value of such consideration
shall be conclusive.  Upon payment of such consideration such shares shall be
deemed to be fully paid and nonassessable.  In the case of a stock dividend, the
part of the surplus of the Corporation which is transferred to stated capital
upon the issuance of shares as a stock dividend shall be deemed to be the
consideration for their issuance.

     A description of the different classes and series (if any) of the
Corporation's capital stock, and a statement of the relative powers,
designations, preferences and rights of the shares of each class and series (if
any) of capital stock, and the qualifications, limitations or restrictions
thereof, are as follows:

     A.  Common Stock.  Except as provided in this Certificate, the holders of 
         ------------   
the common stock shall exclusively possess all voting power. Each holder of
shares of common stock shall be entitled to one vote for each share held by such
holder, except as otherwise expressly set forth in this Certificate.

     Whenever there shall have been paid, or declared and set aside for payment,
to the holders of the outstanding shares of any class of stock having preference
over the common stock as to the payment of dividends, the full amount of
dividends and sinking fund or retirement fund or other retirement payments, if
any, to which such holders are respectively entitled in preference to the common
stock, then dividends may be paid on the common stock, and on any
<PAGE>
 
class or series of stock entitled to participate therewith as to dividends, out
of any assets legally available for the payment of dividends, but only when and
as declared by the board of directors of the Corporation.

     In the event of any liquidation, dissolution or winding up of the
Corporation, after there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class having preference
over the common stock in any such event, the full preferential amounts to which
they are respectively entitled, the holders of the common stock and of any class
or series of stock entitled to participate therewith, in whole or in part, as to
distribution of assets shall be entitled, after payment or provision for payment
of all debts and liabilities of the Corporation, to receive the remaining assets
of the Corporation available for distribution, in cash or in kind.

     Each share of common stock shall have the same relative powers, preferences
and rights as, and shall be identical in all respects with, all the other shares
of common stock of the Corporation, except as otherwise expressly set forth in
this Certificate.

     B.  Serial Preferred Stock. Except as provided in this Certificate, the
         ----------------------                                        
board of directors of the Corporation is authorized, by resolution or
resolutions fromtime to time adopted, to provide for the issuance of serial
preferred stock in series and to fix and state the powers, designations,
preferences and relative, participating, optional or other special rights of the
shares of each such series, and the qualifications, limitations or restrictions
thereof, including, but not limited to determination of any of the following:

     (1)  the distinctive serial designation and the number of shares
          constituting such series;

     (2)  the dividend rates or the amount of dividends to be paid on the shares
          of such series, whether dividends shall be cumulative and, if so, from
          which date or dates, the payment date or dates for dividends, and the
          participating or other special rights, if any, with respect to
          dividends;

     (3)  the voting powers, full or limited, if any, of the shares of such
          series;

     (4)  whether the shares of such series shall be redeemable and, if so, the
          price or prices at which, and the terms and conditions upon which such
          shares may be redeemed;

     (5)  the amount or amounts payable upon the shares of such series in the
          event of voluntary or involuntary liquidation, dissolution or winding
          up of the Corporation;

     (6)  whether the shares of such series shall be entitled to the benefits of
          a sinking or retirement fund to be applied to the purchase or
          redemption of such shares, and, if so entitled, the amount of such
          fund and the manner of its application, including the price or prices
          at which such shares may be redeemed or purchased through the
          application of such funds;

     (7)  whether the shares of such series shall be convertible into, or
          exchangeable for, shares of any other class or classes or any other
          series of the same or any other class or classes of stock of the
          Corporation and, if so convertible or exchangeable, the conversion
          price or prices, or the rate or rates of exchange, and the adjustments
          thereof, if any, at which such conversion or exchange may be made, and
          any other terms and conditions of such conversion or exchange;

     (8)  the subscription or purchase price and form of consideration for which
          the shares of such series shall be issued; and

     (9)  whether the shares of such series which are redeemed or converted
          shall have the status of authorized but unissued shares of serial
          preferred stock and whether such shares may be reissued as shares of
          the same or any other series of serial preferred stock.
<PAGE>
 
     Each share of each series of serial preferred stock shall have the same
relative powers, preferences and rights as, and shall be identical in all
respects with, all the other shares of the Corporation of the same series,
except as otherwise expressly set forth in this Certificate.

                                 ARTICLE VIII

                               PREEMPTIVE RIGHTS

     No holder of any of the shares of any class or series of stock or of
options, warrants or other rights to purchase shares of any class or series of
stock or of other securities of the Corporation shall have any preemptive right
to purchase or subscribe for any unissued stock of any class or series, or any
unissued bonds, certificates of indebtedness, debentures or other securities
convertible into or exchangeable for stock of any class or series or carrying
any right to purchase stock of any class or series; but any such unissued stock,
bonds, certificates or indebtedness, debentures or other securities convertible
into or exchangeable for stock or carrying any right to purchase stock may be
issued pursuant to resolution of the board of directors of the Corporation to
such persons, firms, corporations or associations, whether or not holders
thereof, and upon such terms as may be deemed advisable by the board of
directors in the exercise of its sole discretion.

                                   ARTICLE IX

                              REPURCHASE OF SHARES

     The Corporation may from time to time, pursuant to authorization by the
board of directors of the Corporation and without action by the stockholders,
purchase or otherwise acquire shares of any class, bonds, debentures, notes,
scrip, warrants, obligations, evidences of indebtedness, or other securities of
the Corporation in such manner, upon such terms, and in such amounts as the
board of directors shall determine; subject, however, to such limitations or
restrictions, if any, as are contained in the express terms of any class of
shares of the Corporation outstanding at the time of the purchase or acquisition
in question or as are imposed by law.


                                   ARTICLE X

                  MEETINGS OF STOCKHOLDERS; CUMULATIVE VOTING

     A.  Notwithstanding any other provision of this Certificate or the bylaws
of the Corporation, any action required to be taken at a meeting of
stockholders, or any action which may be taken at a meeting of the shareholders
may be taken without a meeting, if consent in writing, setting forth the actions
thereof shall be given by all the stockholders entitled to vote with respect to
the subject matter thereof.

     B.  Special meetings of the stockholders of the Corporation for any purpose
or purposes may be called at any time by the chairman of the board, the
president, or a majority of the board  of directors of the Corporation, or by
the chairman of the board, the president or the secretary upon the written
request of not less than one-tenth of all outstanding capital stock of the
Corporation.  Such written request shall state the purpose or purposes of the
meeting and shall be delivered to the home office of the Corporation addressed
to the chairman of the board, the president or the secretary.

     C.  There shall be no cumulative voting by stockholders of any class or
series in the election of directors of the Corporation.

     D.  Meetings of stockholders may be held at such place as the bylaws may
provide.
<PAGE>
 
                                  ARTICLE XI

                     NOTICE FOR NOMINATIONS AND PROPOSALS

     A.  Nominations for the election of directors and proposals for any new
business to be taken up at any annual or special meeting of stockholders may be
made by the board of directors of the Corporation or by any stockholder of the
Corporation entitled to vote generally in the election of directors.  In order
for a stockholder of the Corporation to make any such nominations and/or
proposals, he or she shall give notice thereof in writing, delivered or mailed
by first class United States mail, postage prepaid, to the Secretary of the
Corporation not less than thirty days nor more than sixty days prior to the date
of any such meeting; provided, however, that if less than forty days' notice of
the meeting is given to stockholders, such written notice shall be delivered or
mailed, as prescribed, to the Secretary of the Corporation not later than the
close of business on the tenth day following the day on which notice of the
meeting was mailed to stockholders.  Each such notice given by a stockholder
with respect to nominations for the election of directors shall set forth (i)
the name, age, business address and, if known, residence address of each nominee
proposed in such notice, (ii) the principal occupation or employment of each
such nominee, and (iii) the number of shares of stock of the Corporation which
are beneficially owned by each such nominee.  In addition, the stockholder
making such nomination shall promptly provide any other information reasonably
requested by the Corporation.

     B.  Each such notice given by a stockholder to the Secretary with respect
to business proposals to be brought before a meeting shall set forth in writing
as to each matter:  (i)  a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting; (ii)  the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business; (iii)  the class and number of
shares of the Corporation which are beneficially owned by the stockholder; and
(iv)  any material interest of the stockholder in such business.
Notwithstanding anything in this Certificate to the contrary, no new business
shall be conducted at the meeting except in accordance with the procedures set
forth in this Article.

     C.  The Chairman of the annual or special meeting of stockholders may, if
the facts warrant, determine and declare to such meeting that a nomination or
proposal was not made in accordance with the foregoing procedure, and, if he
should so determine, he shall so declare to the meeting and the defective
nomination or proposal shall be disregarded and laid over for action at the next
succeeding special or annual meeting of the stockholders taking place thirty
days or more thereafter.  This provision shall not require the holding of any
adjourned or special meeting of stockholders for the purpose of considering such
defective nomination or proposal.

                                  ARTICLE XII

                                   DIRECTORS

     A.  Number; Vacancies.  The number of directors of the Corporation shall be
         -----------------                                                      
such number, not less than two nor more than ten (exclusive of directors, if
any, to be elected by holders of preferred stock of the Corporation, voting
separately as a class), as shall be set forth from time to time in the bylaws,
provided that no action shall be taken to decrease or increase the number of
directors unless at least two-thirds of the directors then in office shall
concur in said action.  The initial number of directors shall be four.
Vacancies in the board of directors of the Corporation, however caused, and
newly created directorships shall be filled by a vote of a majority of the
directors then in office, whether or not a quorum, and any director so chosen
shall hold office for a term expiring at the next election of directors by
stockholders.

     B.  Classified Board.  The board of directors of the Corporation shall be
         ----------------                                                     
divided into three classes of directors which shall be designated Class I, Class
II and Class III.  The members of each class shall be elected for a term of
three years and until their successors are elected and qualified.  Such classes
shall be as nearly equal in number as the then total number of directors
constituting the entire board of directors shall permit, with the terms of
office of all members of one class expiring each year.  Subject to the
provisions of this Article XII, should the number of directors not be equally
divisible by three, the excess director or directors shall be assigned to
Classes II or III as follows:  (i) if there shall be an excess of one
directorship over a number equally divisible by three, such extra directorship
shall be classified
<PAGE>
 
in Class III; and (ii) if there be an excess of two directorships over a number
equally divisible by three, one shall be classified in Class III and the other
in Class II.  At the first annual meeting of stockholders, directors of Class I
shall be elected to hold office for a term expiring at the third succeeding
annual meeting thereafter.  At the second annual meeting of stockholders,
directors of Class II shall be elected to hold office for a term expiring at the
third succeeding annual meeting thereafter.  At the third annual meeting of
stockholders, directors of Class III shall be elected to hold office for a term
expiring at the third succeeding annual meeting thereafter.  Thereafter, at each
succeeding annual meeting, directors of each class shall be elected for three
year terms.  Notwithstanding the foregoing, the director whose term shall expire
at any annual meeting shall continue to serve until such time as his successor
shall have been duly elected and shall have qualified unless his position on the
board of directors shall have been abolished by action taken to reduce the size
of the board of directors prior to said meeting.

     Should the number of directors of the Corporation be reduced, the
directorship(s) eliminated shall be allocated among classes as appropriate so
that the number of directors in each class is as specified in the immediately
preceding paragraph.  The board of directors shall designate, by the name of the
incumbent(s), the position(s) to be abolished. Notwithstanding the foregoing, no
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director.  Should the number of directors of the Corporation be
increased, the additional directorships shall be allocated among classes as
appropriate so that the number of directors in each class is as specified in the
immediately preceding paragraph.

     Whenever the holders of any one or more series of preferred stock of the
Corporation shall have the right, voting separately as a class, to elect one or
more directors of the Corporation, the board of directors shall consist of said
directors so elected in addition to the number of directors fixed as provided in
this Article XII.  Notwithstanding the foregoing, and except as otherwise may be
required by law or by the terms and provisions of the preferred stock of the
Corporation, whenever the holders of any one or more series of preferred stock
of the Corporation shall have the right, voting separately as a class, to elect
one or more directors of the Corporation, the terms of the director or directors
elected by such holders shall expire at the next succeeding annual meeting of
stockholders.

                                 ARTICLE XIII

                             REMOVAL OF DIRECTORS

     Notwithstanding any other provision of this Certificate or the bylaws of
the Corporation, any director or the entire board of directors of the
Corporation may be removed, at any time, but only for cause and only by the
affirmative vote of the holders of at least a majority of the outstanding shares
of capital stock of the Corporation entitled to vote generally in the election
of directors (considered for this purpose as one class) cast at a meeting of the
stockholders called for that purpose.  Notwithstanding the foregoing, whenever
the holders of any one or more series of preferred stock of the Corporation
shall have the right, voting separately as a class, to elect one or more
directors of the Corporation, the preceding provisions of this Article XIII
shall not apply with respect to the director or directors elected by such
holders of preferred stock.


                                  ARTICLE XIV

                   APPROVAL OF CERTAIN BUSINESS COMBINATIONS

     The stockholder vote required to approve Business Combinations (as
hereinafter defined) shall be as set forth in this section.

     A.   (1)  Except as otherwise expressly provided in this Article XIV, the
     affirmative vote of the holders of (i) at least 80% of the outstanding
     shares entitled to vote thereon (and, if any class or series of shares is
     entitled to vote thereon separately, the affirmative vote of the holders of
     at least 80% of the outstanding shares of each such class or series), and
     (ii) at least a majority of the outstanding shares entitled to vote
     thereon, not
<PAGE>
 
including shares deemed beneficially owned by a Related Person (as hereinafter
defined), shall be required in order to authorize any of the following:
               
               (a) any merger or consolidation of the Corporation with or into a
     Related Person (as hereinafter defined);

               (b) any sale, lease, exchange, transfer or other disposition,
     including without limitation, a mortgage, or any other capital device, of
     all or any Substantial Part (as hereinafter defined) of the assets of the
     Corporation (including without limitation any voting securities of a
     subsidiary) or of a subsidiary, to a Related Person;

               (c) any merger or consolidation of a Related Person with or into
     the Corporation or a subsidiary of the Corporation;

               (d) any sale, lease, exchange, transfer or other disposition of
     all or any Substantial Part of the assets of a Related Person to the
     Corporation or a subsidiary of the Corporation;

               (e) the issuance of any securities of the Corporation or a
     subsidiary of the Corporation to a Related Person;

               (f) the acquisition by the Corporation or a subsidiary of the
     Corporation of any securities of a Related Person;

               (g) any reclassification of the common stock of the Corporation,
     or any recapitalization involving the common stock of the Corporation; and

               (h) any agreement, contract or other arrangement providing for
     any of the transactions described in this Article.

          (2)  Such affirmative vote shall be required notwithstanding any other
     provision of this Certificate, any provision of law, or any agreement with
     any regulatory agency or national securities exchange which might otherwise
     permit a lesser vote or no vote.

          (3)  The term "Business Combination" as used in this Article XIV shall
     mean any transaction which is referred to in any one or more of
     subparagraphs A(1)(a) through (h) above.

     B.   The provisions of paragraph A shall not be applicable to any
particular Business Combination, and such Business Combination shall require
only such affirmative vote as is required by any other provision of this
certificate, any provision of law, or any agreement with any regulatory agency
or national securities exchange, if the Business Combination shall have been
approved by a majority vote of the Continuing Directors (as hereinafter
defined); provided, however, that such approval shall only be effective if
obtained at a meeting at which a Continuing Director Quorum (as hereinafter
defined) is present.

     C.   For the purposes of this Article XIV the following definitions apply:

               (1)  The term "Related Person" shall mean and include (a) any
     individual, corporation, partnership or other person or entity which
     together with its "affiliates" (as that term is defined in Rule 12b-2 of
     the General Rules and Regulations under the Securities Exchange Act of
     1934), "beneficially owns" (as that term is defined in Rule 13d-3 of the
     General Rules and Regulations under the Securities Act of 1934) in the
     aggregate 10% or more of the outstanding shares of the common stock of the
     Corporation; and (b) any "affiliate" (as that term is defined in Rule 12b-2
     under the Securities Exchange Act of 1934) of any such individual,
     corporation, partnership or other person or entity.  Without limitation,
     any shares of the common stock of the Corporation which any Related Person
     has the right to acquire pursuant to any agreement, or upon
<PAGE>
 
     exercise or conversion rights, warrants or options, or otherwise, shall be
     deemed "beneficially owned" by such Related Person.

         (2)  The term "Substantial Part" shall mean more than 25 percent of the
     total assets of the Corporation, as of the end of its most recent fiscal
     year ending prior to the time the determination is made.

         (3)  The term "Continuing Director" shall mean any member of the board
     of directors of the Corporation who is unaffiliated with the Related Person
     and was a member of the board prior to the time that the Related Person
     became a Related Person, and any successor of a Continuing Director who is
     unaffiliated with the Related Person and is recommended to succeed a
     Continuing Director by a majority of Continuing Directors then on the
     board.

         (4)  The term "Continuing Director Quorum" shall mean two-thirds of the
     Continuing Directors capable of exercising the powers conferred on them.


                                  ARTICLE XV

                      EVALUATION OF BUSINESS COMBINATIONS

     In connection with the exercise of its judgment in determining what is in
the best interests of the Corporation and of the shareholders, when evaluating a
Business Combination (as defined in Article XIV) or a tender or exchange offer,
the board of directors of the Corporation may, in addition to considering the
adequacy of the amount to be paid in connection with any such transaction,
consider all of the following factors and any other factors which it deems
relevant; (i) the social and economic effects of the transaction on the
Corporation and its subsidiaries, employees, depositors, loan and other
customers, creditors and other elements of the communities in which the
Corporation and its subsidiaries operate or are located; (ii) the business and
financial condition and earnings prospects of the acquiring person or entity,
including, but not limited to, debt service and other existing financial
obligations, financial obligations to be incurred in connection with the
acquisition and other likely financial obligations of the acquiring person or
entity and the possible effect of such conditions upon the Corporation and its
subsidiaries and the other elements of the communities in which the Corporation
and its subsidiaries operate or are located; and (iii) the competence,
experience, and integrity of the acquiring person or entity and its or their
management.

                                  ARTICLE XVI

                                INDEMNIFICATION

     A.  Persons.  The Corporation shall indemnify, to the extent provided in
         -------                                                             
paragraphs B, D or F:

             (1)  any person who is or was a director, officer, employee, or
     agent of the Corporation; and

             (2)  any person who serves or served at the Corporation's request
     as a director, officer, employee, agent, partner or trustee of another
     corporation, partnership, joint venture, trust or other enterprise.

     B.  Extent -- Derivative Suits.  In case of a threatened, pending or
         --------------------------                                      
completed action or suit by or in the right of the Corporation against a person
named in paragraph A by reason of his holding a position named in paragraph A,
the Corporation shall indemnify him if he satisfies the standard in paragraph C,
for expenses (including attorneys' fees but excluding amounts paid in
settlement) actually and reasonably incurred by him in connection with the
defense or settlement of the action or suit.

     C.  Standard -- Derivative Suits.  In case of a threatened, pending or
         ----------------------------                                      
completed action or suit by or in the right of the Corporation, a person named
in paragraph A shall be indemnified only if:
<PAGE>
 
          (1)  he is successful on the merits or otherwise; or

          (2)  he acted in good faith in the transaction which is the subject of
     the suit or action, and in a manner he reasonably believed to be in, or not
     opposed to, the best interests of the Corporation, including, but not
     limited to, the taking of any and all actions in connection with the
     Corporation's response to any tender offer or any offer or proposal of
     another party to engage in a Business Combination (as defined in Article
     XV) not approved by the board of directors.  However, he shall not be
     indemnified in respect of any claim, issue or matter as to which he has
     been adjudged liable to the Corporation unless (and only to the extent
     that) the court in which the suit was brought shall determine, upon
     application, that despite the adjudication but in view of all the
     circumstances, he is fairly and reasonably entitled to indemnity for such
     expenses as the court shall deem proper.

     D.  Extent -- Nonderivative Suits.  In case of a threatened, pending or
         -----------------------------                                      
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative), other than a suit by or in the right of the Corporation,
together hereafter referred to as a nonderivative suit, against a person named
in paragraph A by reason of his holding a position named in paragraph A, the
Corporation shall indemnify him if he satisfies the standard in paragraph E, for
amounts actually and reasonably incurred by him in connection with the defense
or settlement of the nonderivative suit, including, but not limited to (i)
expenses (including attorneys' fees), (ii) amounts paid in settlement, (iii)
judgments, and (iv) fines.

     E.  Standard -- Nonderivative Suits.  In case of a nonderivative suit, a
         -------------------------------                                     
person named in paragraph A shall be indemnified only if:

          (1)  he is successful on the merits or otherwise; or

          (2)  he acted in good faith in the transaction which is the subject of
     the nonderivative suit and in a manner he reasonably believed to be in, or
     not opposed to, the best interests of the Corporation, including, but not
     limited to, the taking of any and all actions in connection with the
     Corporation's response to any tender offer or any offer or proposal of
     another party to engage in a Business Combination (as defined in Article
     XV) not approved by the board of directors and, with respect to any
     criminal action or proceeding, he had no reasonable cause to believe his
     conduct was unlawful.  The termination of a nonderivative suit by judgment,
     order, settlement, conviction, or upon a plea of nolo contendere or its
                                                      ---- ----------       
     equivalent shall not, in itself, create a presumption that the person
     failed to satisfy the standard of this subparagraph E(2).

     F.  Determination That Standard Has Been Met.  A determination that the
         ----------------------------------------                           
standard of paragraph C or E has been satisfied may be made by a court, or,
except as stated in subparagraph C(2) (second sentence), the determination may
be made by:

          (1)  the board of directors by a majority vote of a quorum consisting
     of directors of the Corporation who were not parties to the action, suit or
     proceeding; or

          (2)  independent legal counsel (appointed by a majority of the
     disinterested directors of the Corporation, whether or not a quorum) in a
     written opinion; or

          (3)  the stockholders of the Corporation.

     G.  Proration.  Anyone making a determination under paragraph F may
         ---------                                                      
determine that a person has met the standard as to some matters but not as to
others, and may reasonably prorate amounts to be indemnified.

     H.  Advance Payment.  The Corporation shall pay in advance any expenses
         ---------------                                                    
(including attorneys' fees) which may become subject to indemnification under
paragraphs A through G if:

          (1)  the board of directors authorizes the specific payment; and
<PAGE>
 
          (2)  the person receiving the payment undertakes in writing to repay
     the same if it is ultimately determined that he is not entitled to
     indemnification by the Corporation under paragraphs A through G.

     I.  Nonexclusive.  The indemnification and advance payment of expenses
         ------------                                                      
provided by paragraphs A through H shall not be exclusive of any other rights to
which a person may be entitled by law, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

     J.  Continuation.  The indemnification provided by this Article XVI shall
         ------------                                                         
be deemed to be a contract between the Corporation and the persons entitled to
indemnification thereunder, and any repeal or modification of this Article XVI
shall not affect any rights or obligations then existing with respect to any
state of facts then or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or in part upon any such state
of facts. The indemnification and advance payment provided by paragraphs A
through H shall continue as to a person who has ceased to hold a position named
in paragraph A and shall inure to his heirs, executors and administrators.

     K.  Insurance.  The Corporation may purchase and maintain insurance on
         ---------                                                         
behalf of any person who holds or who has held any position named in paragraph
A, against any liability incurred by him in any such position, or arising out of
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under paragraphs A through H.

     L.  Intention and Savings Clause.  It is the intention of this Article XVI
         ----------------------------                                          
to provide for indemnification to the fullest extent permitted by the General
Corporation Law of the State of Delaware, and this Article XVI shall be
interpreted accordingly.  If this Article XVI or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee, and
agent of the Corporation as to costs, charges, and expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article XVI that shall
not have been invalidated and to the full extent permitted by applicable law.
If the General Corporation Law of the State of Delaware is amended, or other
Delaware law is enacted, to permit further or additional indemnification of the
persons defined in this Article XVI A, then the indemnification of such persons
shall be to the fullest extent permitted by the General Corporation Law of the
State of Delaware, as so amended, or such other Delaware law.

                                 ARTICLE XVII

                      LIMITATIONS ON DIRECTORS' LIABILITY

     A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except: (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions that are not
in good faith or that involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived any
improper personal benefit.  If the General Corporation Law of the State of
Delaware or other Delaware law is amended or enacted after the date of filing of
this Certificate to further eliminate or limit the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General Corporation
Law of the State of Delaware, as so amended, or such other Delaware law.  Any
repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.
<PAGE>
 
                                 ARTICLE XVIII

                              AMENDMENT OF BYLAWS

     In furtherance and not in limitation of the powers conferred by statute,
the board of directors of the Corporation is expressly authorized to adopt,
repeal, alter, amend and rescind the bylaws of the Corporation by a vote of two-
thirds of the board of directors.  Notwithstanding any other provision of this
Certificate or the bylaws of the Corporation (and notwithstanding the fact that
some lesser percentage may be specified by law), the bylaws shall not be
adopted, repealed, altered, amended or rescinded by the stockholders of the
Corporation except by the vote of the holders of not less than a majority of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this purpose as one
class) cast at a meeting of the stockholders called for that purpose (provided
that notice of such proposed adoption, repeal, alteration, amendment or
rescission is included in the notice of such meeting), or, as set forth above,
by the board of directors.

                                  ARTICLE XIX

                   AMENDMENT OF CERTIFICATE OF INCORPORATION

     The Corporation reserves the right to repeal, alter, amend or rescind any
provision contained in this Certificate in the manner now or hereafter
prescribed by law, and all rights conferred on stockholders herein are granted
subject to this reservation.  Notwithstanding the foregoing, the provisions set
forth in Articles X, XI, XII, XIII, XIV, XV, XVI, XVII, XVIII and this Article
XIX may not be repealed, altered, amended or rescinded in any respect unless the
same is approved by the affirmative vote of the holders of not less than 80% of
the outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this purpose as a single
class) cast at a meeting of the stockholders called for that purpose (provided
that notice of such proposed repeal, alteration, amendment or rescission is
included in the notice of such meeting); except that such repeal, alteration,
amendment or rescission may be made by the affirmative vote of the holders of a
majority of the outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors (considered for this purpose as a
single class) if the same is first approved by a majority of the Continuing
Directors, as defined in Article XIV of this Certificate.


     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 6th day of January, 1998.


                                         /s/ Bunny Stokes, Jr.
                                         ------------------------------
                                         Bunny Stokes, Jr.
                                         Incorporator


Attest: ________________________