<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>5
<FILENAME>dex3i.txt
<DESCRIPTION>CERTIFICATE OF INCORPORATION
<TEXT>
<PAGE>


                                                                    Exhibit 3(i)

                          CERTIFICATE OF INCORPORATION
                                       OF
                            CECO ENVIRONMENTAL CORP.

                               * * * * * * * * * *

                                        I

     The name of the corporation is CECO Environmental Corp.

                                       II

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

                                       III

     The business or purposes to be conducted or promoted is to engage in any
lawful act or activity for which corporations may be organized under the
Delaware General Corporation Law (the "DGCL").

                                       IV

     The total number of shares of stock which the corporation shall have
authority to issue is One Hundred Million Ten Thousand (100,010,000). The total
number of shares of Common Stock which the Corporation shall have authority to
issue is One Hundred Million (100,000,000) shares with a par value of $.01 per
share. The total number of shares of Preferred Stock which the Corporation shall
have the authority to issue is Ten Thousand (10,000) shares, with a par value of
$.01 per share.

     The Board of Directors is authorized, subject to limitations prescribed by
law and the above provisions of this Article FOURTH, to provide for the issuance
of shares of Preferred Stock in series, and by filing a certificate pursuant to
the applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.

     The authority of the board with respect to each series shall include, but
not be limited to, determination of the following:

          (a) The number of shares constituting that series and the distinctive
     designation of that series;

                                       1

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          (b) The dividend rate on the shares of that series, whether dividends
     shall be cumulative, and, if so, from which date or dates, and the relative
     rights of priority, if any, of payment of dividends on shares of that
     series;

          (c) Whether that series shall have voting rights, in addition to the
     voting rights provided by law, and, if so, the terms of such voting rights;

          (d) Whether that series shall have conversion privileges, and, if so,
     the terms and conditions of such conversion, including provision for
     adjustment of the conversion rate in such events as the Board of Directors
     shall determine;

          (e) Whether or not the shares of that series shall be redeemable, and
     if so, the terms and conditions of such redemption, including the date or
     date upon or after which they shall be redeemable, and the amount per share
     payable in case of redemption, which amount may vary under different
     conditions and at different redemption dates;

          (f) Whether that series shall have a sinking fund for the redemption
     or purchase of shares of that series, and, if so, the terms and amount of
     such sinking fund;

          (g) The rights of the shares of that series in the event of voluntary
     or involuntary liquidation, dissolution or winding up of the corporation,
     and the relative rights of priority, if any, of payment of shares of that
     series; and

          (h) Any other relative rights, preferences and limitations of that
     series.

                                        V

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

                 NAME                                 MAILING ADDRESS
                 ----                                 ---------------

        Cynthia M. Hendzel                   30 North LaSalle Street, Suite 2600
                                             Chicago, Illinois 60602

                                       VI

     The corporation is to have perpetual existence.

                                       VII

     In furtherance and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized to make, alter or repeal the
bylaws of the corporation.

                                       2

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                                      VIII

     Election of directors need not be by written ballot unless the bylaws of
the corporation shall so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the bylaws of the corporation.

                                       IX

     A.   Indemnification of Officers and Directors: The Corporation shall:
          -----------------------------------------

          (a) indemnify, to the fullest extent permitted by the DGCL, any
     person who was or is a party or is threatened to be made a party to
     any threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative (other than
     an action by or in the right of the Corporation) by reason of the fact
     that such person is or was a director or an officer of the
     Corporation, or is or was serving at the request of the Corporation as
     a director, officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise, or, if such
     person has previously been designated for indemnification by the
     resolution of the Board of Directors, an officer, employee or agent of
     the Corporation, against expenses (including attorneys' fees),
     judgments, fines and amounts paid in settlement actually and
     reasonably incurred by such person in connection with such action,
     suit or proceeding if such person acted in good faith and in a manner
     such person reasonably believed to be in or not opposed to the best
     interest of the Corporation, and, with respect to any criminal action
     or proceeding, had no reasonable cause to believe such person's
     conduct was unlawful. The termination of any action, suit or
     proceeding by judgment, order, settlement, conviction or upon a plea
     of no lo contendere or its equivalent, shall not, of itself, create a
     presumption that the person did not act in good faith and in a manner
     which such person reasonably believed to be in or not opposed to the
     best interests of the Corporation, and, with respect to any criminal
     action or proceeding, had reasonable cause to believe that such
     person's conduct was unlawful; and

          (b) indemnify any person who was or is a party or is threatened
     to be made a party to any threatened, pending or completed action or
     suit by or in the right of the Corporation to procure a judgment in
     its favor by reason of the fact that such person is or was a director
     or an officer, or is or was serving at the request of the Corporation
     as a director, officer, employee or agent of another corporation,
     joint venture, trust or other enterprise, or, if such person has
     previously been designated for indemnification by the resolution of
     the Board of Directors, an officer, employee or agent of the
     Corporation, against expenses (including attorneys' fees) actually and
     reasonably incurred by each person in connection with the defense or
     settlement of such action or suit if such person acted in good faith
     and in a manner such person reasonably believed to be in or not
     opposed to the best interests of the Corporation and except that no
     indemnification shall be made in respect of any claim, issue or

                                       3

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     matter as to which such person shall have been adjudged to be liable
     to the Corporation unless and only to the extent that the Court of
     Chancery or the court in which such action or suit was brought shall
     determine upon application that, despite the adjudication of liability
     but in view of all the circumstances of the case, such person is
     fairly and reasonably entitled to indemnity for such expenses which
     the Court of Chancery or such other court shall deem proper; and

          (c) indemnify any director, or, if such person has previously
     been designated for indemnification by the resolution of the Board of
     Directors, an officer, employee or agent against expenses (including
     attorneys' fees) actually and reasonably incurred by such person in
     connection therewith, to the extent that such director, officer,
     employee or agent of the Corporation has been successful on the merits
     or otherwise in defense of any action, suit or proceeding referred to
     in Article IX.A. (a) and (b), or in defense of any claim, issue or
     matter therein; and

          (d) make any indemnification under Article IX.A. (a) and (b)
     (unless ordered by a court) only as authorized in the specific case
     upon a determination that indemnification of the director, officer,
     employee or agent is proper in the circumstances because such
     director, officer, employee or agent has met the applicable standard
     of conduct set forth in Article IX.A. (a) and (b). Such determination
     shall be made (1) by the Board of Directors by a majority vote of a
     quorum consisting of directors who were not parties to such action,
     suit or proceeding, or (2) if such a quorum is not obtainable, or,
     even if obtainable a quorum of disinterested directors so directs, by
     independent legal counsel in a written opinion, or (3) by the
     stockholders of the Corporation; and

          (e) pay expenses incurred by a director or an officer in
     defending a civil or criminal action, suit or proceeding in advance of
     the final disposition of such action, suit or proceeding upon receipt
     of an undertaking by or on behalf of such director or officer to repay
     such amount if it shall ultimately be determined that such director or
     officer is not entitled to be indemnified by the Corporation as
     authorized in this Article IX. Notwithstanding the foregoing, the
     Corporation shall not be obligated to pay expenses incurred by a
     director or an officer with respect to any threatened, pending, or
     completed claim, suit or action, whether civil, criminal,
     administrative, investigative or otherwise ("Proceedings") initiated
     or brought voluntarily by a director or an officer and not by way of
     defense (other than Proceedings brought to establish or enforce a
     right to indemnification under the provisions of this Article IX
     unless a court of competent jurisdiction determines that each of the
     material assertions made by the director or officer in such proceeding
     were not made in good faith or were frivolous). The Corporation shall
     not be obligated to indemnify the director or officer for any amount
     paid in settlement of a Proceeding covered hereby without the prior
     written consent of the Corporation to such settlement; and

          (f) not deem the indemnification and advancement of expenses
     provided by, or granted pursuant to, the other subsections of this
     Article IX exclusive of any

                                       4

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     other rights to which those seeking indemnification or advancement of
     expenses may be entitled under any by-law, agreement, vote of
     stockholders or disinterested directors or otherwise, both as to
     action in such director's or officer's official capacity and as to
     action in another capacity while holding such office; and

          (g) have the right, authority and power to purchase and maintain
     insurance on behalf of any person who is or was a director, officer,
     employee or agent of the Corporation, or is or was serving at the
     request of the Corporation as a director, officer, employee or agent
     of another corporation, partnership, joint venture, trust or other
     enterprise against any liability asserted against such person and
     incurred by such person in any such capacity, or arising out of such
     person's status as such, whether or not the Corporation would have the
     power to indemnify such person against such liability under the
     provisions of this Article IX; and

          (h) deem the provisions of this Article IX to be a contract
     between the Corporation and each director, or appropriately designated
     officer, employee or agent who serves in such capacity at any time
     while this Article IX is in effect and any repeal or modification of
     this Article IX 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 or threatened based in whole or in part upon such state of
     facts. The provisions of this Article IX not be deemed to be a
     contract between the Corporation and any directors, officers,
     employees or agents of any other Corporation (the "Second
     Corporation") which shall merge into or consolidate with this
     Corporation when this Corporation shall be the surviving or resulting
     Corporation, and any such directors, officers, employees or agents of
     the Second Corporation shall be indemnified to the extent required
     under the DGCL only at the discretion of the Board of Directors of
     this Corporation; and

          (i) continue the indemnification and advancement of expenses
     provided by, or granted pursuant to, this Article IX, unless otherwise
     provided when authorized or ratified, as to a person who has ceased to
     be a director, officer, employee or agent of the Corporation and such
     rights shall inure to the benefit of the heirs, executors and
     administrators of such a person.

     B. Elimination of Certain Liability of Directors: No director of the
        ---------------------------------------------
Corporation shall 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) under
Section 174 of the DGCL, as the same exists or hereafter may be amended, or (iv)
for any transaction from which the director derived an improper personal
benefit. If the DGCL is amended to authorize the further elimination or
limitation of liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by an amended DGCL. Any
repeal or modification of this Article IX by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.

                                       5

<PAGE>

                                        X

     Whenever a compromise or arrangement is proposed between the corporation
and its creditors or any class of them and/or between the 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 the
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the corporation under the provisions of
Section 291 of the DGCL or on the application of trustees in dissolution or of
any receiver or receivers appointed for the corporation under the provisions of
Section 279 of the DGCL order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the corporation, as the
case may be, to be summoned in such manner as the said court directs. 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 the
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the 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 the corporation, as the case may be,
and also on the corporation.

                                       XI

     The corporation reserves the right to amend, alter, change or repeal any
provision contained in this certificate of incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purposes 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 4th day of January, 2002.


                                                          /s/ Cynthia M. Hendzel
                                                    ----------------------------
                                                    Cynthia M. Hendzel

                                       6

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