Exhibit 3.1
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Restated
CERTIFICATE OF INCORPORATION
of
Capital Alliance Income Trust Ltd.,
A Real Estate Investment Trust
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The within Restated Certificate of Incorporation merely restates and integrates
but does not further amend or supplement the Corporation's Certificate of
Incorporation, as theretofore amended or supplemented and there is no
discrepancy between those provisions and the provisions of the Restated
Certificate of Incorporation. The original name of the Corporation was Capital
Alliance Inc. and the date of filing of its original Certificate of
Incorporation with the Secretary of State of the State of Delaware was December
12, 1995. Therefore this Restated Certificate of Incorporation may be adopted by
the Board of Directors without a vote of the shareholders and was duly adopted
in accordance with the provisions of Section 245(b) and (c) of the Delaware
Corporation Law. Accordingly, the Restated Certificate of Incorporation shall be
amended and restated to read in full as follows:
Article I
The name of this corporation is CAPITAL ALLIANCE INCOME TRUST
LTD., A Real Estate Investment Trust (the "Corporation").
Article II
The address of its 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.
Article III
The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
Article IV
4.1 Capitalization. This Corporation is authorized to issue
2,130,000 shares and shall have two classes of Shares designated respectively
"Common Stock" and "Preferred Stock," and referred to either as Common Stock or
Common Shares and Preferred Stock or Preferred Shares, respectively. The number
of Shares of Common Stock is 1,700,000, with a par value of $.01 per Share, and
the number of shares of Preferred Stock is 430,000, with a par value of $.01 per
Share. Preferred Shares may be issued from time to time in one or more series.
The first series of Preferred Stock shall (a) be designated as "Series A
Preferred"; (b) consist of 300,000 Shares with a par value of $.01 per Share;
(c) be entitled to dividends as provided in Section 4.3(a); (d) be entitled to
receive, on liquidation, dissolution, or winding up
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of the Corporation, the amount, and subject to the conditions, provided in
Section 4.3(b); and (e) be entitled to all other rights, preferences and
privileges, and be subject to all such restrictions, as are in this Article IV
granted to, or imposed upon, the Shares of Series A Preferred Stock. Except as
to Series A Preferred Stock, the Board of Directors is hereby authorized, except
as to matters fixed as to Preferred Shares in this Article IV: (a) to determine
or alter the rights, preferences, privileges and restrictions granted to or
imposed upon any wholly unissued series and, within the limitations or
restrictions stated in any resolution of the Board of Directors originally
fixing the number of Shares constituting any series; (b) to increase or decrease
(but not below the number of Shares of any such series then outstanding), the
number of Shares of any such series after the issue of Shares of that series;
and (c) to determine the designation of any series and to fix the number of
Shares of any series.
4.2 Definitions. The terms defined in this Section 4.2 whenever
used in this Certificate of Incorporation ("Certificate") shall have (unless the
context otherwise requires) the respective meanings hereinafter specified in
this Section 4.2. In this Certificate of Incorporation, words in the singular
number include the plural, and in the plural number include the singular.
(a) Adjusted Net Capital Contribution shall mean, with
reference to each Share of either Series A Preferred Stock or Common Stock as of
any given date, regardless of the date of issuance of the amount paid therefor,
the Net Capital Contribution with respect to such Share reduced by the amount of
Distributions of Cash from Sales thereafter paid or declared per Share pursuant
to Section 4.3(b) with respect to Shares of the same class or series.
(b) Aggregate Adjusted Net Capital Contributions as of
any given date shall mean, with reference to either Series A Preferred or Common
Stock, the product of the Adjusted Net Capital Contributions of each Share of
the Class and the number of outstanding shares of such class, each as of a given
date.
(c) Cash Flow for any Fiscal Quarter or Fiscal Year or
other period shall mean (i) the sum of cash receipts from operations, including,
but not limited to, interest earned on the Corporation's investments in Home
Equity Loans, including Cash from Sales to the extent not distributed to
Shareholders as a return of capital; minus (ii) all cash expenses and costs
incurred and paid in connection with the ownership, servicing and management of
Home Equity Loans held by the Corporation, including, but not limited to, fees
payable to the Advisor or its Affiliates to the extent not deferred, insurance
premiums, accounting and legal fees and expenses; debt collection expenses;
property taxes or other charges, assessments or levies imposed on or with
respect to Home Equity Loans held by the Corporation; debt service (but not
including depreciation or amortization of capital expenditures), including,
without limitation, organization expenses.
(d) Cash from Sales shall mean cash proceeds realized by the
Corporation from the sale, exchange or other disposition of any of its portfolio
of Home Equity Loans (or a portion thereof), sale of foreclosure property and
other assets, net of any expenses associated with such sale or other set-offs,
reserves or holdbacks. Cash from Sales shall include cash funds from reserves
which the Advisor determines, in its sole discretion, may be distributed to the
Shareholders. And
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(e) Contribution means any money, property or services
rendered, or a promissory note or other obligation to contribute money or
property, or other valuable consideration as permitted by the Delaware General
Corporation Law, which a Class "A" or Class "B" Shareholder contributes to the
Corporation as capital in that shareholder's capacity as Shareholder pursuant to
this Certificate.
(f) Directors means, as of any particular time, Directors
holding office under this Certificate of Incorporation at such time, whether
they be the Directors named herein or additional or successor Directors, and
shall not include the officers, representatives or agents of the Corporation, or
the Shareholders, but nothing herein shall be deemed to preclude a Director from
also serving as an officer, representative, or agent of the Corporation, or
owning Shares.
(g) Distributable Cash Flow means Cash Flow less such amounts
as the Directors, in their sole discretion, determines should be set aside for
the establishment, restoration or enhancement of reserves.
(h) Distributions means any transfer of money or property by
the Corporation to a Shareholder without consideration.
(i) ERISA means the Employee Retirement Income Security Act
of 1974, as amended from time to time.
(j) Excess Distributions for any fiscal year means
Distributions of Distributable Cash Flow declared by the Directors, after all
distributions on the Series A Preferred Shares and the Common Shares required by
Section 4.3(a) and Section 4.3(b), respectively, have been declared to the
holders of the Series A Preferred Shares and the Common Shares.
(k) Home Equity Loan means any home equity loan secured by a
Mortgage upon a parcel of improved well-located residential property of one to
four living units in the States of California, Oregon, Washington, Nevada, Utah
and Colorado, which loan is acquired by the Corporation and which is secured
primarily by a second Mortgage, although a portion of such loans may be secured
by first and/or third trust deeds.
(l) Mortgage means mortgages, deeds of trust or other
security deeds on real property or rights or interests in real property.
(m) Net Asset Value means the aggregate of the book value of
all Home Equity Loans plus other corporate assets less all liabilities and bad
debt reserves of the Corporation.
(n) 4.2(n) Net Capital Contributions means, with respect to a
Series "A" Preferred S and/or Common Share, a sum equal to three times the gross
price per share to the Shareholder upon the original issuance of such share,
less a sum equal to three times the Sales Charge attributable to the purchase of
the share upon the original issuance of such share; and, with respect to a
Common Share, a sum equal to three times the gross price per share to the
Shareholder upon the original issuance of such share, less a sum equal to three
times the Sales Charge attributable to the original sale of the Common Share.
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(o) (Intentionally Omitted)
(p) Prime Rate means, during any calendar month, the Prime
Rate (or base rate) reported in the Money Rates column of the Wall Street
Journal published on the first business day of each month. In the event the Wall
Street Journal ceases publication of the Prime Rate, the Prime Rate shall mean
the Prime Rate (or base rate) in effect for Bank of America, San Francisco,
California, on the first business day of each month.
(q) Sales Charge means the amount of compensation paid to
broker-dealers by the Corporation and its predecessor entities pursuant to the
selected selling agent agreements and to others in connection with the offer and
sale of Shares.
(r) Selling Agent means any broker-dealer who has executed a
selected agent agreement, in which such broker-dealer agrees to participate in
the offer and sale of Shares.
(s) Series A Preferred Shares shall mean the Shares described
in Section 4.1.
(t) Series A Preferred Preference Amount for each calendar
month shall mean one-twelfth (1/12th) of the product of (i) the lesser of (a)
10.25% or (b) 150 basis points plus the Prime Rate times (ii) the Aggregate
Adjusted Net Capital Contributions of the Series A Preferred Shares calculated
as of the Distribution record date falling within that period.
(u) Series A Preferred Shareholders shall mean the holders of
Series A Preferred Shares.
4.3 Rights, Preferences and Privileges of Shares. The rights,
preferences, privileges and restrictions granted to or imposed upon Common and
Series A Preferred Shares and the holders thereof with respect to Distributions
from Distributable Cash Flow shall be as follows:
(a) Distributions.
(1) Before any Distributions from Distributable Cash
Flow may be declared on the Common Shares in or with respect to any calendar
month or other period during a calendar year, the Board of Directors shall
declare on the outstanding Series A Preferred Shares Distribu tions from
Distributable Cash Flow in an amount up to or equal to the Series A Preferred
Preference Amount for such month or annual period;
(2) After Distributions from Distributable Cash Flow
are declared with respect to the Series A Preferred Shares for or with respect
to a calendar month or other period during a calendar year and in an amount
equal in the aggregate to the Series A Preferred Amount for such year and before
any further Distributions from Distributable Cash Flow are declared on Series A
Preferred Shares during or with respect to such month or period, the Board of
Directors may declare out of Distributable Cash Flow a Distribution on each of
the Common Shares until an amount up to, or equal to, the amount
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distributed under Section 4.3 (a)(1), above, on each of the Series A Preferred
Shares with respect to such month or period is distributed on each Common Share;
and
(3) If the Board of Directors shall elect to declare
Excess Distributions in or with respect to a calendar month or other period
during a calendar year, such Excess Distributions may be declared, but only if
the amount of all Distributions from Distributable Cash Flow (other than
pursuant to (a)(1) and (a)(2), above) to be paid as Excess Distributions on each
Series A Preferred Share and on each Common Share shall be equal.
(4) The right to Distributions on Series A Preferred
Shares set forth in this Section 4.3 shall not be cumulative and no right shall
accrue to the holders of Series A Preferred Shares by reason of the fact that
distributions on Series A Preferred Shares have not been paid or declared with
respect to any prior calendar month or other period or by reason of the fact
that such Distributions, if any, during any period are less than the Series A
Preferred Share Preference Amount per share.
(b) Liquidation. In the event of any voluntary or involuntary
liquidation, dissolution, or winding up of the Corporation, the holders of
Series A Preferred Shares shall be entitled to receive, out of the assets of the
Corporation, whether those assets are capital or surplus of any nature, an
amount equal to the Adjusted Net Capital Contributions per Series A Preferred
Share held and a further amount equal to any unpaid Distributions accrued, as
provided in paragraph (a) of this Section 4.3, to the date that payment is made
available to the holders of Series A Preferred Shares. After payment to the
holders of Common Shares of an amount equal to their Adjusted Net Capital
Contribution per Common Share, the remaining distributable assets of the
Corporation shall be distributed in like amounts per Share to the holders of the
Series A Preferred Shares and the holders of the Common Shares.
If, upon liquidation, dissolution, or winding up, whether
voluntary or involuntary, the assets distributed among the holders of the Series
A Preferred Shares shall be insufficient to permit the payment to those
shareholders of the full Adjusted Net Capital Contribution per Series A
Preferred Share and any accrued but unpaid Distributions, then the entire assets
of the Corporation to be distributed shall be distributed ratably among the
holders of Series A Preferred Shares.
A consolidation or merger of the Corporation with or into any
other business entities or a sale of all or substantially all of the assets of
the Corporation, shall not be deemed to be a liquidation, dissolution, or
winding up, within the meaning of this paragraph (b).
(c) Optional Redemption of Series A Preferred Shares.
Beginning upon the filing of this Certificate and subject to the restrictions,
terms and conditions of this Section 4.3(c), a Class A Preferred Shareholder,
with the consent of the Directors, may have all or a portion of the Class A
Preferred Shares held by him redeemed by the Corporation. Such redemption shall
be made on the June 30 next following the Corporation's receipt of a Class A
Preferred Shareholder's written request therefor (the "Redemption Date"),
provided that such request shall have been received by the Corporation on or
before May 15 of such year. The Directors may, in their sole, arbitrary
discretion, delay, postpone, deny or consent to any or all such requests for
redemption. The Redemption Amount to be paid for redemption of such Class A
Preferred Shares shall be the Adjusted Net Capital Contribution plus accrued but
unpaid Distributions attributable to the Class A Preferred Shares which the
Class A Preferred
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Shareholder requests be redeemed, divided by the Aggregate Net Capital
Contributions plus accrued but unpaid Distributions attributable to all Class A
Preferred Shares outstanding, multiplied by the Net Asset Value of the
Corporation (as defined below) attributable to the Class A Preferred Shares
computed as of the March 31 preceding the Redemption Date. The Net Asset Value
of the Corporation attributable to the Class A Preferred Shares shall be that
percentage of the Corporation's Net Asset Value that the Aggregate Adjusted Net
Capital Contributions of all Class A Preferred Shares bears to the Adjusted Net
Capital Contributions of all Shares outstanding. A contingent liquidation
charge, computed as follows, shall be charged to the Shareholder and paid to the
Corporation in connection with each redemption of Shares:
Year of Redemption Liquidation Charge
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1996 3% of Redemption Amount
1997 2% of Redemption Amount
1998 1% of Redemption Amount
1999 None
The holder of Class A Preferred Shares to be redeemed on the
Redemption Date shall cease to be entitled to Distributions, voting rights and
other benefits with respect to such Class A Shares as of the May 30 prior to the
Redemption Date, except for the right to the payment of the Redemption Amount as
reduced by the Liquidation Charge; provided, however, if the Directors postpone
or delay such date for the redemption of the subject Class A Preferred Shares
beyond June 30, the date for the suspension of said Shareholder rights and
benefits shall be delayed proportionately.
(d) Voting Rights. The holders of the Common Shares and of
the Series A Preferred Shares issued and outstanding, except as otherwise
provided by law or by this Certificate of Incorporation, shall have the right to
notice of shareholders' meetings, and the rights and powers to vote upon the
election of Directors (subject to Article VIII which restricts the use of
written consents for the election and removal of Directors) or upon any other
matter as set forth in the Delaware General Corporation Law or the Certificate
of Incorporation or the Bylaws of the Corporation.
(e) Protective Provisions. So long as any of the Series A
Preferred Shares shall be outstanding the Corporation shall not, without first
obtaining the approval (by vote or written consent, as provided by law) of the
holders of at least sixty-six and two-thirds percent (66 2/3%) of the total
number of Series A Preferred Shares outstanding:
1. Alter or change the rights, preferences, or
privileges of the Series A Preferred Shares so as to
materially and adversely affect the Series A Preferred Shares;
or
2. Increase the authorized number of Series A
Preferred Shares; or
3. Create any new class or series of Shares having
preferences over or being on a parity with the Series A
Preferred Shares as to dividends or assets, unless the purpose
of creation of the new class or
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series is, and the proceeds to be derived from its sale and
issuance thereof are to be used for, the retirement of all
Series A Preferred Shares then outstanding; or
4. Merge or consolidate with any other trust, entity
or corporation, except into or with a wholly owned subsidiary
corporation; or
5. Sell, convey, or otherwise dispose of, or create
or incur any mortgage, lien, charge, or encumbrance on or
security interest in or pledge of, or sell and lease back, all
or substantially all of the property or business of the
Corporation.
Article V
(Intentionally omitted)
Article VI
The Corporation is to have perpetual existence.
Article 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.
Article VIII
Elections of directors need not be by written ballot, unless
the Bylaws of the Corporation shall so provide. Election and/or removal of
Directors may only be voted on by Shareholders at a meeting of Shareholders upon
notice duly given as provided in the Bylaws, and not by written consent of
Shareholders without a meeting.
Meetings of Shareholders may be held within or without the
State of Delaware, as the Bylaws may 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.
Article IX
9.1 Indemnification of Officers and Directors. Each person who
was or is a party to, or is threatened to be made a party to, or is otherwise
involved in any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (a "proceeding"), by reason of being or having
been a director or officer of the Corporation, or of any predecessor
corporation, or being or having been a director or officer serving at the
request of the Corporation as a director, officer, employee or other agent of
another corporation, partnership, joint venture, trust, or other enterprise
(including service with respect
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to corporation-sponsored employee benefit plans), whether the basis of the
proceeding is an alleged action or inaction in an official capacity as a
director or officer or in any other capacity while serving as a director or
officer, shall, subject to the terms of any agreement between the Corporation
and that person, be indemnified and held harmless by the Corporation to the
fullest extent permissible under Delaware Law and this Certificate of
Incorporation, against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) actually and reasonably incurred or suffered by that person in
connection therewith, except that amounts shall be payable in settlement of a
proceeding only if the settlement is approved in writing by the Corporation.
This indemnification shall continue as to a person who has ceased to be a
director or officer for acts performed while a director or officer, and shall
inure to the benefit of his or her heirs, executors and administrators.
Notwithstanding the foregoing, the Corporation shall indemnify any such person
in connection with a proceeding (or part thereof) initiated by that person only
if the proceeding (or part thereof) was authorized by the Board of Directors.
The right to indemnification conferred in this Article IX shall include the
right to be paid by the Corporation the expenses incurred in defending and
proceeding in advance of final disposition to the fullest extent permitted by
law, and such expenses shall be advanced by the Corporation in advance of the
final disposition of a proceeding upon delivery to the Corporation of a written
request for such payment and of an undertaking by, or on behalf of, the director
or officer to repay all amounts so advanced if it shall be ultimately determined
that the director or officer is not entitled to be indemnified.
Notwithstanding the foregoing or any other provisions under
this Article IX, the Corporation shall not be liable under this Article IX to
indemnify a director or officer against expenses, liabilities or losses incurred
or suffered in connection with, or to make any advances with respect to, any
proceeding against and director or officer: (a) as to which the Corporation is
prohibited by applicable law from paying an indemnity; (b) with respect to
expenses of defense or investigation, if the expenses were or are incurred
without the Corporation's consent (which consent may not be unreasonably
withheld); (c) for which final payment is actually made to the director or
officer under an insurance policy maintained by the Corporation, except in
respect of any excess beyond the amount of payment under the policy; (d) for
which payment is actually made to the director or officer under an indemnity by
the Corporation otherwise than pursuant to this Article IX, except in respect of
any excess beyond the amount of payment under that indemnity; (e) based upon or
attributable to the director or officer gaining in fact any personal profit or
advantage to which not legally entitled; (f) for an accounting of profits made
from the purchase or sale by the director or officer of securities of the
Corporation pursuant to the provisions of ss. 16(b) of the Securities Exchange
Act of 1934 and amendments thereto or similar provisions of any federal, state
or local statutory law; or (g) based upon acts or omissions involving
intentional misconduct or a knowing and culpable violation of law.
9.2 Indemnification of Employees and Agents. A person who was
or is a party or is threatened to be made a party or is otherwise involved in
any proceeding by reason of being or having been an employee or agent of the
Corporation or being or having been an employee serving at the request of the
Corporation as an employee or agent of another enterprise (including service
with respect to corporation-sponsored employee benefit plans), whether the basis
of the proceeding is an alleged action or inaction in an official capacity or in
any other capacity while serving as an employee or agent, may, upon appropriate
action by the Corporation and subject to the terms of any agreement between the
Corporation and that person, be indemnified and held harmless by the Corporation
to the fullest extent permissible under Delaware Law and this Certificate of
Incorporation, against all expense, liability and loss (including
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attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) actually and reasonably incurred or suffered by that person
in connection therewith.
9.3 Right of Directors and Officers to Bring Suit. If a claim
under Section 9.1 is not paid by the Corporation or on its behalf within 90 days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim, and, if successful in whole or in part, the claimant also
shall be entitled to be paid the expense of prosecuting the claim.
9.4 Successful Defense. Notwithstanding any other provision of
this Article IX, to the extent that a director or officer has been successful on
the merits or otherwise (including the dismissal of a proceeding without
prejudice or the settlement with the written consent of the Corporation of a
proceeding without admission of liability), in defense of any proceeding
referred to in Section 9.1 or in defense of any claim, issue or matter therein,
that director or officer shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred in connection therewith.
9.5 Indemnity Agreements. The Corporation may enter into
agreements with any director, officer, employee or agent of the Corporation
providing for indemnification to the fullest extent permissible under applicable
law and this Certificate of Incorporation.
9.6 Limitation of Liability. A Director of the Corporation
shall not be personally liable to the Corporation or its Shareholders for
monetary damages for breach of fiduciary duty as a Director, except for
liability (a) for any breach of the Director's duty of loyalty to the
Corporation or its Shareholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the Delaware General Corporation Law, or (d) for any transaction
from which the Director derived an improper personal benefit.
9.7 Subrogation. In the event of payment by the Corporation of
a claim under Section 9.1 or 9.2 of this Article IX, the Corporation shall be
subrogated to the fullest extent of such payment to all of the rights of
recovery of the indemnified person, who shall execute all papers required and
shall do everything that may be necessary or appropriate to secure such rights,
including the execution of such documents necessary or appropriate to enable the
Corporation effectively to bring suit to enforce such rights.
9.8 Non-Exclusivity of Rights. The right to indemnification
provided by this Article IX shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, bylaw, agreement, vote
of shareholders or disinterested directors, or otherwise.
9.9 Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify that person against such expense,
liability or loss under Delaware law.
9.10 Expenses as a Witness. To the extent that any director,
officer or employee of the Corporation is, by reason of that position, a witness
in any action, suit or proceeding, he or she will be
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indemnified against all costs and expenses actually and reasonably incurred by
him or her or on his or her behalf in connection therewith.
9.11 Non-Aapplicability to Fiduciaries of Employee Benefit
Plans. This Article IX does not apply to any proceeding against any trustee,
investment manager or other fiduciary of an employee benefit plan in that
person's capacity as such, even though that person may also be an agent of the
Corporation. The Corporation shall have the power to indemnify that trustee,
investment manager, or other fiduciary to the extent permitted by Delaware
Corporation Law ss. 102.
9.12 Separability. Each and every paragraph, sentence, term
and provision of this Article IX is separate and distinct, so that if any
paragraph, term or provision shall be held to be invalid or unenforceable for
any reason, its invalidity or unenforceability shall not affect the validity or
enforce ability of any other paragraph, sentence, term or provision of this
Article IX. To the extent required, any paragraph, sentence, term or provision
of this Article IX may be modified by a court of competent jurisdiction to
preserve its validity and to provide the claimant with, subject to the
limitations set forth in this Article IX and any agreement between the
Corporation and the claimant, the broadest possible indemnification permitted
under applicable law.
9.13 Effect of Repeal or Modification. No repeal or
modification of this Article IX shall adversely affect any right of
indemnification of a director, officer, employee or agent of the Corporation
existing at the time of the repeal or modification with respect to any action or
omission occurring prior to such repeal or modification.
* * *
THE UNDERSIGNED, being the President and the Secretary,
respectively, of the Corporation hereinbefore named, for the purpose of
restating the Certificate of Incorporation of the Corporation, Corporation
formed pursuant to the General Corporation Law of the State of Delaware, do
hereby make this certificate, and hereby declare and certify, under penalties of
perjury, that this is their act and deed and the facts herein stated are true,
and, accordingly, have hereunder set their hands this 12th day of August, 2002.
/S/ Dennis R. Konczal
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Dennis R. Konczal
President
/S/ Linda St. John
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Linda St. John
Secretary
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