<PAGE>   1
                                                                    EXHIBIT 3(i)


                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              CMI INDUSTRIES, INC.

               ---------------------------------------------------

                  Pursuant to Sections 245, 242 and 228 of the
                General Corporation Law of the State of Delaware

               ---------------------------------------------------


                  CMI INDUSTRIES, INC., a corporation organized and existing
under the laws of the State of Delaware, for the purpose of amending and
restating its Certificate of Incorporation, hereby certifies as follows:

                  FIRST: The name of the corporation is CMI INDUSTRIES, INC.
(the "Corporation"). The Corporation was originally organized under the name
"CMI Holdings, Inc." under the General Corporation Law of the State of Delaware
by filing a Certificate of Incorporation with the Secretary of State on November
10, 1986;

                  SECOND: That the Corporation's Certificate of Incorporation,
as amended, be amended and restated in its entirety as follows:

                                    ARTICLE I
                                      Name

         The name of the corporation is CMI Industries, Inc.

                                   ARTICLE II
                     Registered Office and Registered Agent

         The address of the Corporation's registered office in the State of
Delaware is No. 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.


                                       1
<PAGE>   2

                                  ARTICLE IIII
                               Corporate Purposes

         The purpose of this Corporation is to engage in, carry on, and conduct
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.

         The Corporation shall possess and may exercise all powers and
privileges necessary or convenient to effect the foregoing purpose, including
the general powers now or hereafter conferred by the laws of the State of
Delaware upon corporations formed under the General Corporation Law of the State
of Delaware.

                                   ARTICLE IV
                                  Capital Stock

         (a).     Designation. The aggregate number of shares of capital stock
which the Corporation has authority to issue is 2,100,001 shares, which shall
consist of 2,100,000 shares of common stock, $1.00 par value per share ("Common
Stock"), and one (1) share of preferred stock, $.001 par value per share
("Preferred Stock"), which preferred share (the "Preferred Share") shall be
designated Series A Preferred Stock, par value $.001 per share (the "Series A
Preferred Stock").

         (b).     Common Stock. The following provisions shall relate to the
Corporation's shares of Common Stock:

                  (i)      Voting Rights. Except as set forth herein or as
         otherwise required by law, each outstanding share of Common Stock shall
         be entitled to vote on each matter on which the stockholders of the
         Corporation shall be entitled to vote, and each holder of Common Stock
         shall be entitled to one vote for each share of such stock held by such
         holder.

                  (ii)     Dividends and Other Distributions. The Board of
         Directors of the Corporation may cause dividends to be paid to holders
         of shares of Common Stock out of funds legally available for the
         payment of dividends, except that if the Effective Time (as defined
         below) occurs, no dividend may be issued to holders of Common Stock
         during the Effective Time. Any dividend or distribution on the Common
         Stock shall be payable on shares of all Common Stock share and share
         alike.

                  (iii)    Liquidation. In the event of any voluntary or
         involuntary liquidation, dissolution or winding up of the Corporation,
         after payment or provision for payment of the debts and other
         liabilities of the Corporation, the holders of shares of Common Stock
         shall be entitled to share ratably, share and share alike, in the
         remaining net assets of the Corporation.

         (c)      Series A Preferred Stock. Except as provided herein or as
required by law, the holder of the Preferred Share shall be entitled to no
rights or privileges with respect to the Corporation.


                                       2
<PAGE>   3

                  (i)      Voting Rights. During the period commencing, if at
         all, on the date the United States Bankruptcy Court for the District of
         Delaware (the "Bankruptcy Court") enters an order dismissing the
         Corporation's Chapter 11 bankruptcy case (case no. 01-1660) (the
         "Bankruptcy Case") and ending on November 5, 2001 (the "Effective
         Time"), the holder of the Preferred Share shall be entitled to vote on
         any matter that holders of the Common Stock shall vote. In addition, if
         the Effective Time occurs, during the Effective Time, the holder of the
         Preferred Share shall have (A) the sole right (1) to elect one member
         of the Board of Directors of the Corporation (the "Preferred
         Director"), (2) to remove and replace such Preferred Director, at any
         time and from time to time, with or without cause, and (3) to fill any
         vacancy created by the death or resignation of the Preferred Director;
         and (B) the right to vote, separately as a class, upon (1) any proposed
         amendment to this Amended and Restated Certificate of Incorporation and
         (2) any proposed amendment to the Corporation's Bylaws submitted to the
         stockholders of the Corporation for approval. Except as otherwise
         expressly provided in Article V and Article VI, and except, if the
         Effective Time occurs, during the Effective Time, the holder of the
         Preferred Share shall not have the right to vote on any matters
         (including the separate election, removal and replacement of a
         Preferred Director) whatsoever, whether together with the holders of
         the Common Stock or as a separate class.

                  (ii)     Dividends and Other Distributions. The holder of the
         Preferred Share shall not be entitled to any dividend or distribution.

                  (iii)    Liquidation. Upon the voluntary or involuntary
         liquidation, dissolution or winding up of the Corporation, after
         payment or provision for payment of the debts and other liabilities of
         the Corporation, the registered holder(s) of the Preferred Share, if
         then outstanding, shall be entitled to receive out of the net assets of
         the Corporation, before any payment or distribution shall be made on
         the Common Shares, cash or other property having a fair market value or
         some combination thereof in an amount equal to $10.00. The Preferred
         Share shall not be entitled to any other distribution whatsoever in the
         event of any voluntary or involuntary liquidation, dissolution or
         winding up of the Corporation.

                  (iv)     Redemption. If the Bankruptcy Court does not enter an
         order dismissing the Bankruptcy Case on or before July 15, 2001, the
         Preferred Share shall automatically be redeemed on July 16, 2001 for
         $10.00, at which time it shall cease to be outstanding and the holder
         thereof shall deliver the certificate evidencing the same to the
         Corporation marked "cancelled." If the Bankruptcy Court does enter an
         order dismissing the Bankruptcy Case on or before July 15, 2001, the
         Preferred Share shall automatically be redeemed on November 5, 2001 for
         $10.00, at which time it shall cease to be outstanding and the holder
         thereof shall deliver the certificate evidencing the same to the
         Corporation marked "cancelled."

                                    ARTICLE V
                        Voting Requirements For Amendment

         During the period beginning on the date this Amended and Restated
Certificate of Incorporation become effective and ending on either (i) July 16,
2001, if the Bankruptcy Court does not enter an order dismissing the Bankruptcy
Case on or before July 15, 2001, or (ii)


                                       3
<PAGE>   4

November 5, 2001, if the Effective Time occurs, any action to alter, amend,
repeal or modify any provision contained in this Amended and Restated
Certificate of Incorporation shall be null and void unless approved by (a) a
simple majority of the then issued and outstanding shares of Common Stock and
(b) the holder of the Preferred Share.

                                   ARTICLE VI
                                     Bylaws

         The Corporation's Board of Directors is expressly authorized to alter,
amend, repeal or adopt the Bylaws of the Corporation; provided, that during the
period beginning on the date this Amended and Restated Certificate of
Incorporation become effective and ending on either (i) July 16, 2001, if the
Bankruptcy Court does not enter an order dismissing the Bankruptcy Case on or
before July 15, 2001, or (ii) November 5, 2001, if the Effective Time occurs,
any action to alter, amend, repeal or adopt the Bylaws of the Corporation shall
be null and void unless approved by (i) a simple majority of the Board of
Directors and (ii) the Preferred Director.

                                   ARTICLE VII
                                    Duration

         The Corporation shall have perpetual existence.

                                  ARTICLE VIII
                        Powers of the Board of Directors

         For the management of the business and for the conduct of the affairs
of the Corporation, and in further definition, limitation and regulation of the
powers of the Corporation and of its directors and stockholders, it is further
provided that the Board of Directors may exercise all such powers and do all
such acts and things as may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of the laws of the State of Delaware, of this
Amended and Restated Certificate of Incorporation and of the Bylaws of the
Corporation.

         (a)      Subject to the provisions of Article IV of this Amended and
Restated Certificate of Incorporation, the number of directors of the
Corporation shall be such as from time to time shall be fixed by, or in the
manner provided in, the Bylaws of the Corporation. Election of directors need
not be by written ballot unless the Bylaws of the Corporation so provide.

         (b)      The Board of Directors shall have power without the assent or
vote of the stockholders:

                  (i)      Subject to the provisions of Article IV of this
         Amended and Restated Certificate of Incorporation, to make, alter,
         amend, change, add to or repeal the Bylaws of the Corporation; to
         determine the use and disposition of any surplus or net profits; and to
         fix the times for the declaration and payment of dividends; and

                  (ii)     To determine from time to time whether, and to what
         extent, and at what times and places, and under what conditions and
         regulations, the accounts and books of the Corporation (other than the
         stock ledger), or any of them, shall be open to the inspection of the
         stockholders.


                                       4
<PAGE>   5

         (c)      In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and to do all such acts and things as may be exercised
or done by the Corporation; subject, nevertheless, to the provisions of the
statutes of Delaware, of this Amended and Restated Certificate of Incorporation,
and to any bylaw from time to time made by the stockholders; provided, however,
that no bylaw so made shall invalidate any prior act of the directors which
would have been valid if such bylaw had not been made.

         (d)      Except as otherwise provided in this Amended and Restated
Certificate of Incorporation, any action that is required to be taken at any
annual or special meeting of the stockholders of the corporation or any action
that may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
not less than two-thirds (2/3) of the outstanding shares of the Corporation's
Common Stock.

         (e)      In the event that the Preferred Director determines, in his or
her sole discretion, that a matter to be determined by the Board of Directors
will not, in the opinion of the Preferred Director, have an impact on the holder
of the Preferred Share (each such matter being referred to as a "Neutral
Matter"), the Preferred Director shall be recused from any meeting addressing
such Neutral Matter and shall abstain from any vote of the Board of Directors
relating to such Neutral Matter.

                                   ARTICLE IX
                             Limitation of 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 for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. If the General Corporation Law of the
State of Delaware is amended after the effective date of this Amended and
Restated Certificate of Incorporation to authorize corporate action further
eliminating or limiting 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. No amendment to or repeal or modification of this Article IX shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director prior to such amendment, repeal, or modification.


                                       5
<PAGE>   6

                                    ARTICLE X
                                 Indemnification

         The Corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have the power to indemnify under said Section from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said Section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official capacity and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such
person.

         Neither the amendment nor repeal of any provision of this Article X,
nor the adoption of any provision of this Amended and Restated Certificate of
Incorporation inconsistent with Article X, shall eliminate or reduce the effect
of this Article X in respect of any matter occurring before such amendment,
repeal or adoption of an inconsistent provision or in respect of any cause of
action, suit or claim relating to any such matter which would have given rise to
a right of indemnification or right to receive expenses pursuant to this Article
X, if such provision had not been so amended or repealed or if a provision
inconsistent therewith had not been so adopted.

                                   ARTICLE XI
             Actions Requiring the Consent of the Preferred Director

         If the Effective Time occurs, during the Effective Time (but not
thereafter), the Corporation shall not, without the affirmative vote of the
Preferred Director, which vote shall be in writing and given prior to such
action:

                  (a)      make an assignment for the benefit of creditors, file
         a petition in bankruptcy, petition or apply to any tribunal for the
         appointment of a custodian, receiver or any trustee for it or for a
         substantial part of its property, commence any proceeding under any
         bankruptcy, reorganization, arrangement, readjustment of debt,
         dissolution or liquidation law or statute of any jurisdiction, whether
         now or hereinafter in effect, consent to, acquiesce in or refuse to
         challenge the filing of any such petition, application, proceeding or
         appointment of or taking possession by the custodian, receiver,
         liquidator, assignee, trustee, sequestrator (or other similar official)
         of the Corporation or any substantial part of its property, or admit
         its inability to pay its debts generally as they become due or
         authorize any of the foregoing to be done or taken on behalf of the
         Corporation;

                  (b)      be a party to any merger or consolidation or, other
         than (i) in the ordinary course of its business, (ii) pursuant to
         agreements, arrangements or understandings in effect on the date this
         Amended and Restated Certificate of Incorporation becomes effective, or
         (iii) to secure or support indebtedness for borrowed money,
         reimbursement agreements in respect of letters of credit or capitalized
         lease obligations, sell, transfer, assign, convey hypothecate, encumber
         or lease in one transaction or any series of


                                       6
<PAGE>   7

         transactions any substantial part of the assets of the Corporation,
         or directly or indirectly purchase or otherwise acquire all or
         substantially all of the assets or any stock of any class of any
         corporation, partnership, joint venture or any other entity; or

                  (c)      dissolve.

                                   ARTICLE XII
         Private Property of Stockholders Not Subject to Corporate Debts

         The private property of the stockholders of the Corporation shall not
be subject to the payment of corporate debts to any extent whatsoever.

                                  ARTICLE XIII
                       Certain Compromises or Arrangements

         Except as otherwise provided herein, whenever a compromise or
arrangement is proposed between this Corporation and its creditors or any class
of them and/or between this Corporation and its stockholders or any class of
them, any court of equitable jurisdiction within the State of Delaware may, on
the application in a summary way of this Corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers appointed
for this Corporation under the provisions of section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under the provisions of
section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. Except as otherwise provided herein, if a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

                                   ARTICLE XIV
                                   Amendments

         Except as provided in Articles IV and V hereof, the Corporation
reserves the right to amend, alter, change or repeal any provision contained in
this Amended and Restated Certificate of Incorporation in any manner now or
hereafter provided herein or by statute and, all rights, preferences and
privileges conferred by this Amended and Restated Certificate of Incorporation
upon stockholders, directors or any other person are granted subject to such
right.


                                       7
<PAGE>   8

                  THIRD: This Amended and Restated Certificate of Incorporation
has been duly approved and adopted by the Board of Directors and stockholders of
this Corporation in accordance with the provisions of Sections 228, 242 and 245
of the General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation has been signed by an authorized officer of this Corporation on
this 20th day of June, 2001.

                                    CMI INDUSTRIES, INC.



                                    By: /s/ JAMES A. OVENDEN
                                        -----------------------------------
                                        Name:  James A. Ovenden
                                        Title: Executive Vice President


                                       8