EXHIBIT 3.1
The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF ORGANIZATION
(UNDER G.L. CH. 156B)
INCORPORATORS
NAME POST OFFICE ADDRESS
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Include given name in full in case of natural persons; in case of a
corporation, give state of incorporation.
Louise E. Colby Suite 2300
225 Franklin Street
Boston, MA 02110
The above-named incorporator(s) do hereby associate (themselves) with
the intention of forming a corporation under the provisions of General
Laws, Chapter 156B and hereby state(s):
1. The name by which the corporation shall be known is:
1200 Capital Corporation
2. The purpose for which the corporation is formed is as follows:
(a) To purchase and sell accounts receivable, commercial paper and
other securities.
(b) To carry on any manufacturing, mercantile, selling, management,
service or other business, operation or activity which may be
lawfully carried on by a corporation organized under the Business
Corporation Law of The Commonwealth of Massachusetts, whether or
not related to those referred to in the foregoing paragraph.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper leaving a left hand margin of at least 1 inch for binding. Additions
to more than one article may be continued on a single sheet so long as each
article requiring each such addition is clearly indicated.
3. The total number of shares and the par value, if any, of each class of
stock within the corporation is authorized as follows:
WITHOUT PAR VALUE WITH PAR VALUE
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE AMOUNT
-------------- ---------------- ---------------- --------- ------
PREFERRED $
COMMON 250,000 1.00 $250,000
*4. If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established:
Not Applicable
*5. The restrictions, if any, imposed by the Articles of Organization
upon the transfer of shares of stock of any class are as follows:
None
*6. Other lawful provisions, if any, for the conduct and regulation of
business and affairs of the corporation, for its voluntary dissolution, or
for limiting, defining, or regulating the powers of the corporation, or of
its directors or stockholders, or of any class of stockholders:
See Attached
*If there are no provisions state "None".
Article 6
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Other Lawful Provisions
(a) The corporation may carry on any business, operation or activity
referred to in Article 2 to the same extent as might an individual,
whether as principal, agent, contractor or otherwise, and either alone or
in conjunction or a joint venture or other arrangement with any
corporation, association, trust, firm or individual.
(b) The corporation may carry on any business, operation or activity
through a wholly or partly owned subsidiary.
(c) The corporation may be a partner in any business enterprise which
it would have power to conduct by itself.
(d) The directors may make, amend or repeal the bylaws in whole or in
part, except with respect to any provision thereof which by law or the
bylaws requires action by the stockholders.
(e) Meetings of the stockholders may be held anywhere in the United
States.
(f) No stockholder shall have any right to examine any property or
any books, accounts or other writings of the corporation if there is
reasonable ground for belief that such examination will for any reason be
adverse to the interests of the corporation, and a vote of the directors
refusing permission to make such examination and setting forth that in the
opinion of the directors such examination would be adverse to the
interests of the corporation shall be prima facie evidence that such
examination would be adverse to the interests of the corporation. Every
such examination shall be subject to such reasonable regulations as the
directors may establish in regard thereto.
(g) The directors may specify the manner in which the accounts of the
corporation shall be kept and may determine what constitutes net earnings,
profits and surplus, what amounts, if any, shall be reserved for any
corporate purpose, and what amounts, if any, shall be declared as
dividends. Unless the board of directors otherwise specifies, the excess
of the consideration for any share of its capital stock with par value
issued by it over such par value shall be paid-in surplus. The board of
directors may allocate to capital stock less than all of the consideration
for any share of its capital stock without par value issued by it, in
which case the balance of such consideration shall be paid-in surplus.
All surplus shall be available for any corporate purpose, including the
payment of dividends.
(h) The purchase or other acquisition or retention by the corporation
of shares of its own capital stock shall not be deemed a reduction of its
capital stock. Upon any reduction of capital or capital stock, no stock-
holder shall have any right to demand any distribution from the corporation,
except as and to the extent that the stockholders shall have provided at the
time of authorizing such reduction.
(i) The directors shall have the power to fix from time to time their
compensation. No person shall be disqualified from holding any office by
reason of any interest. In the absence of fraud, any director, officer or
stockholder of this corporation individually, or any individual having any
interest in any concern which is a stockholder of this corporation, or any
concern in which any of such directors, officers, stockholders or
individuals has any interest, may be a party to, or may be pecuniarily or
otherwise interested in, any contract, transaction or other act of this
corporation, and
(1) such contract, transaction or act shall not be in any way
invalidated or otherwise affected by that fact;
(2) no such director, officer, stockholder or individual shall be
liable to account to this corporation for any profit or benefit realized
through any such contract, transaction or act; and
(3) any such director of this corporation may be counted in
determining the existence of a quorum at any meeting of the directors or of
any committee thereof which shall authorize any such contract, transaction or
act, and may vote to authorize the same;
provided, however, that any contract, transaction or act in which any
director or officer of this corporation is so interested individually or
as a director, officer, trustee or member of any concern which is not a
subsidiary or affiliate of this corporation, or in which any directors or
officers are so interested as holders, collectively, of a majority of
shares of capital stock or other beneficial interest at the time
outstanding in any concern which is not a subsidiary or affiliate of this
corporation, shall be duly authorized or ratified by a majority of the
directors who are not so interested, to whom the nature of such interest
has been disclosed and who have made any findings required by law;
the term "interest" including personal interest and interest as a
director, officer, stockholder, shareholder, trustee, member or
beneficiary of any concern;
the term "concern" meaning any corporation, association, trust,
partnership, firm, person or other entity other than this corporation;
and
the phrase "subsidiary or affiliate" meaning a concern in which a
majority of the directors, trustees, partners or controlling persons is
elected or appointed by the directors of this corporation, or is
constituted of the directors or officers of this corporation.
To the extent permitted by law, the authorizing or ratifying vote of the
holders of a majority of the shares of each class of the capital stock of
this corporation outstanding and entitled to vote for directors at any
annual meeting or a special meeting duly called for the purpose (whether
such vote is passed before or after judgment rendered in a suit with
respect to such contract, transaction or act) shall validate any contract,
transaction or act of this corporation, or of the board of directors or
any committee thereof, with regard to all stockholders of this
corporation, whether or not of record at the time of such vote, and with
regard to all creditors and other claimants under this corporation;
provided, however, that
A. with respect to the authorization or ratification of contracts,
transactions or acts in which any of the directors, officers or
stockholders of this corporation have an interest, the nature of
such contracts, transactions or acts and the interest of any
director, officer or stockholder therein shall be summarized in
the notice of any such annual or special meeting, or in a state-
ment or letter accompanying such notice, and shall be fully
disclosed at any such meeting;
B. the stockholders so voting shall have made any findings required
by law;
C. stockholders so interested may vote at any such meeting except
to the extent otherwise provided by law; and
D. any failure of the stockholders to authorize or ratify such
contract, transaction or act shall not be deemed in any way to
invalidate the same or to deprive this corporation, its directors,
officers or employees of its or their right to proceed with such
contract, transaction or act.
No contract, transaction or act shall be avoided by reason of any
provision of this paragraph (i) which would be valid but for such
provision or provisions.
(j) The corporation shall have all powers granted to corporations by
the laws of The Commonwealth of Massachusetts, provided that no such power
shall include any activity inconsistent with the Business Corporation Law
or the general laws of said Commonwealth.
7. By-laws of the corporation have been duly adopted and the initial
directors, president, treasurer and clerk, whose names are set out
below, have been duly elected.
8. The effective date of organization of the corporation shall be the
date of filing with the Secretary of the Commonwealth or if later date
is desired, specify date (not more than 30 days after the date of
filing.)
9. The following information shall not for any purpose be treated as a
permanent part of the Articles of Organization of the corporation.
a. The post office address of the initial principal office of the
corporation of Massachusetts is:
Suite 230, 225 Franklin Street, Boston, MA 02110
b. The name, residence, and post office address of each of the
initial directors and following officers of the corporation are
as follows:
NAME RESIDENCE POST OFFICE ADDRESS
PRESIDENT:
Louise E. Colby 11 Cazenove Street Suite 2300, 225 Franklin St.
Boston, MA 02116 Boston, MA 02110
TREASURER:
Judith L Stevens 19 St. Germain Street Suite 2300, 225 Franklin St.
Quincy, MA 02169 Boston, MA 02110
CLERK:
Judith L. Stevens Above Above
DIRECTORS:
Louise E. Colby Above Above
Judith L. Stevens Above Above
c. The date initially adopted on which the corporation's fiscal
year ends is:
September 30
d. The date initially fixed in the by-laws for the annual meeting
of stockholders of the corporation is:
first Tuesday of March
e. The name and business address of the resident agent, if any, of
the corporation is: Not Applicable
IN WITNESS WHEREOF and under the penalties of perjury and INCORPORATOR(S)
sign(s) these Articles of Organization this 20th day of October 1983.
/s/ Louise E. Colby
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The signature of each incorporator which is not a natural person must be
an individual who shall show the capacity in which he acts and by signing
shall represent under the penalties of perjury that he is duly authorized
on its behalf to sign these Articles of Organization.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 12
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I hereby certify that, upon an examination of
the within-written articles of organization, duly
submitted to me, it appears that the provisions of
the General Laws relative to the organization of
corporations have been complied with, and I hereby
approve said articles; and the filing fee in the
amount of $150.00 having been paid, said articles
are deemed to have been filed with me this 24th
day of October 1983.
Effective date
/s/ Michael Joseph Conolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
PHOTO COPY OF ARTICLES OF ORGANIZATION TO BE SENT
TO BE FILLED IN BY CORPORATION
TO:
David M. Donaldson, Esq.
Ropes & Gray
225 Franklin Street
Boston, MA 02110
Telephone:(617) 423-6100
FILING FEE: 1/20 of 1% of the total
amount of the authorized capital stock
with par value, and one cent a share for
all authorized shares without par value,
but not less than $125. General Laws,
Chapter 156B. Shares of stock with a par
value less than one dollar shall be
deemed to have par value of one dollar
per share.
Copy Mailed
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
FEDERAL IDENTIFICATION
NO. 04-2804883
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ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General
Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
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We, Louise E. Colby , President and
Alice Rettagliati , Clerk of
1200 Capital Corporation
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(Name of Corporation)
located at Suite 2300, 225 Franklin Street, Boston, MA 02110 do hereby
certify that the following amendment to the articles of organization of the
corporation was duly adopted at a meeting held on July 24, 1986, by a vote
of
1000 shares of Common Stock out of 1000 shares outstanding,
- ---------- ---------------- -----------
(Class of Stock)
shares of out of shares outstanding, and
- ------- ---------------- -----
(Class of Stock)
shares of out of shares outstanding,
- ---------- ---------------- -----------
(Class of Stock)
being at least a majority of each class outstanding and entitled
to vote thereon:1
1 For amendments adopted pursuant to Chapter 156B, Section 70.
Note: if the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper leaving a left hand margin of at least 1 inch for binding. Additions
to more than one Amendment may be continued on a single sheet so long as each
Amendment requiring each such addition is clearly indicated.
TO CHANGE the number of shares and the par value, if any, of each class of
stock within the corporation fill in the following:
The total presently authorized is:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
COMMON
PREFERRED
CHANGE the total to:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
COMMON
PREFERRED
Article I of the Articles of Organization of 1200 Capital Corporation
is hereby amended so that it reads in its entirety as follows:
"The name by which the corporation shall be known is Firestone
Consumer Funding Corporation."
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The
General Laws unless these articles specify, in accordance with the vote
adopting the amendment, a later effective date not more than thirty days
after such filing, in which event the amendment will become effective on
such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this 24th day of July, in the year 1986
/s/ Louise E. Colby President
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/s/ Alice Rettagletti Clerk
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THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of
amendment and, the filing fee in the amount
of $75.00 having been paid, said articles are
deemed to have been filed with me this 24th
day of July, 1986.
/s/ Michael Joseph Conolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO:
David M. Donaldson, Esq.
Ropes & Gray
225 Franklin Street
Boston, MA 02110
Telephone:(617) 423-6100
COPY MAILED
THE COMMONWEALTH OF MASSACHUSETTS
FEDERAL IDENTIFICATION
NO.
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MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE
BOSTON, MASS. 02108
FEDERAL IDENTIFICATION
NO.
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ARTICLES OF MERGER
Pursuant to General Laws, Chapter 156B, Section 79
The fee for filing this certificate is prescribed by General Laws, Chapter
156B, Section 114. Make checks payable to the Commonwealth
of Massachusetts.
* * * *
MERGER OF #042804883
Firestone Consumer Funding Corporation
#133205598
Firestone Retail Credit Corporation
the constituent corporations
into
Firestone Consumer Funding Corporation
the surviving corporation organized under the laws of Massachusetts as
specified in the agreement referred to in Paragraph 1 below.
The undersigned officers of each of the constituent corporations
certify under the penalties of perjury as follows:
1. An agreement of merger has been duly adopted in compliance with the
requirements of subsections (b) and (c) of General Laws, Chapter 156B,
Section 79, and will be kept as provided by subsection (c) thereof. The
surviving corporation will furnish a copy of said agreement to any of its
stockholders, or to any person who was a stockholder of any constituent
corporation, upon written request and without charge.
2. The effective date of the merger determined pursuant to the
agreement referred to in paragraph 1 shall be October 3, 1989 (12:05 EDST)
3. (For a merger)
* The following amendments to the articles of organization of the
SURVIVING corporation to be effected pursuant to the agreement of merger
referred to in paragraph 1 are as follows: Article I of the Articles of
Organization of the SURVIVING corporation is hereby amended so that it reads
in its entirety as follows:
"The name by which the corporation shall be known is "Firestone
Retail Credit Corporation".
* If there are no provisions state "NONE".
Note: If the space provided under article 3 is insufficient, additions
shall be set forth on separate 8 1/2 x 11 inch sheets of paper,
leaving a left hand margin of at least 1 inch for binding.
Additions to more than one article may be continued on a single
sheet so long as each article requiring each such addition is
clearly indicated.
(b) The total number of shares and the par value, if any, of each
class of stock which the resulting corporation is authorized is as
follows:
WITHOUT PAR VALUE WITH PAR VALUE
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE AMOUNT
Preferred $
Common
*(c) If more than one class is authorized, a description of each of
the different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established.
None
*(d) Other lawful provisions, if any, for the conduct and regulation
of the business and affairs of the corporation, for its voluntary
dissolution, for restrictions upon the transfer of shares of stock of any
class, or for limiting, defining, or regulating the powers of the
corporation, or of its directors or stockholders, or of any class of
stockholders:
None
4. (This paragraph 4 may be deleted if the surviving corporation is
organized under the laws of a state other than Massachusetts.)
The following information shall not for any purpose be treated as a permanent
part of the articles of organization of the surviving corporation.
(a) The post office address of the principal office of the surviving
corporation in Massachusetts is:
Room 3434, One International Place, Boston, MA 02110-2624
(b) The name, residence and post office address of each of the
directors and President, Treasurer and Clerk of the surviving corporation is
as follows:
Name Residence Post Office Address
President Steven M. Loring 151 Tremont St., Boston, MA Same
Treasurer Ilene T. Johnson 8 Milford St., Boston, MA Same
Clerk Ilene T. Johnson 8 Milford St., Boston, MA Same
Directors Steven M. Loring 151 Tremont St., Boston, MA Same
Ilene T. Johnson 8 Milford St., Boston, MA Same
Nancy I. DePasquale 0 Buttonwood Lane, Peabody, MA Same
(Smith)
(c) The date adopted on which the fiscal year of the surviving
corporation ends is: September 30
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(d) The date fixed in the by-laws for the Annual Meeting of
stockholders of the surviving corporation is: first Tuesday in March
*If there are no provisions state "None."
Note: If the space provided under article 3 is insufficient, additions
shall be set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a
left hand margin of at least 1 inch for binding. Additions to more than one
article may be continued on a single sheet so long as each article requiring
each such addition is clearly indicated.
5. DELETED (This paragraph 5 may be deleted if the surviving corporation
is organized under the laws of Massachusetts)
FOR MASSACHUSETTS CORPORATIONS
The undersigned President and Clerk of Firestone Consumer Funding
Corporation a corporation organized under the laws of Massachusetts further
state under the penalties of perjury that the agreement of merger referred
to in paragraph 1 has been duly executed on behalf of such corporation and
duly approved in the manner required by General Laws, Chapter 156B, Section
79.
/s/ Steven M. Laring
--------------------------------------------------- President
(signature of officer)
--------------------------------------------------- Clerk
FOR CORPORATIONS ORGANIZED OTHER THAN IN MASSACHUSETTS
The undersigned Vice President + and Secretary ++ of
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Firestone Retail Credit Corporation a corporation organized under the
- ---------------------------------------
laws of Delaware further state under the penalties of perjury that
----------------
the agreement of merger referred to in paragraph 1, has been duly adopted
by such corporation in the manner required by the laws of Delaware
--------
(signature of officer) Vice President
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( ) Secretary
----------------------------------------
+ Specify the officer having powers and duties corresponding to those
of the President or Vice President of a Massachusetts corporation
organized under General Laws, Chapter 156B.
++ Specify the officer having power and duties corresponding to the
Clerk or Assistant Clerk of such a Massachusetts corporation.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER
(General Laws, Chapter 156B, Section 79)
I hereby approve the within articles of merger and, the filing fee in
the amount of $250.00 having been paid, said articles are deemed to have
been filed with me this 2nd day of October, 1989.
Effective Date October 3rd, 1989
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photocopy of Articles of Merger To Be Sent
TO:
Thomas B. Draper, Esq.
Ropes & Gray
One International Place
Boston, MA 02110-2624
Telephone:(617) 951-7000
COPY MAILED