EXHIBIT 3.1(b)
[STATE OF CALIFORNIA]
SECRETARY OF STATE
CORPORATION DIVISION
I, BILL JONES, Secretary of State of the State of California, hereby
certify:
That the annexed transcript has been compared with the corporate record on
file in this office, of which it purports to be a copy, and that same is full,
true and correct.
IN WITNESS WHEREOF, I execute
this certificate and affix the Great
Seal of the State of California this
JUN 30 1995
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[THE GREAT SEAL OF THE STATE OF /s/ BILL JONES
CALIFORNIA]
Secretary of State
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
FIRST CONCORD ACCEPTANCE CORPORATION
Philip Walden and Anthony E. Maniscalco, II, certify that:
1. They are the President and the Secretary respectively, of First Concord
Acceptance Corporation, a California corporation.
2. Article I of the articles of incorporation of this corporation is amended
to read as follows:
I
The name of the corporation shall be Imperial Business Credit, Inc.
3. The foregoing amendment of articles of incorporation has been duly approved
by the board of directors.
4. The foregoing amendment of articles of incorporation has been duly approved
by the required vote of shareholders in accordance with Section 902 of the
Corporations Code. The total number of outstanding shares of the corporation is
One Thousand. The number of shares voting in favor of the amendment equaled or
exceeded the vote required. The percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Date: June 28, 1995
/s/ Philip Walden
-----------------------------------------
Philip Walden, President
/s/ Anthony E. Maniscalco
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Anthony E. Maniscalco, II, Secretary
[STATE OF CALIFORNIA]
SECRETARY OF STATE
CORPORATION DIVISION
I, BILL JONES, Secretary of State of the State of California, hereby
certify:
That the annexed transcript has been compared with the corporate record on
file in this office, of which it purports to be a copy, and that same is full,
true and correct.
IN WITNESS WHEREOF, I execute
this certificate and affix the Great
Seal of the State of California this
JUN 15 1995
-------------------------------
[THE GREAT SEAL OF THE STATE OF /s/ BILL JONES
CALIFORNIA]
Secretary of State
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
FCAC NEWCO CORPORATION
a California corporation
Philip Walden and Anthony E. Maniscalco, II, certify that:
1. They are the President and the Secretary respectively, of FCAC NEWCO
CORPORATION, a California corporation.
2. Article I of the articles of incorporation of this corporation is amended to
read as follows:
I
The name of the corporation shall be First Concord Acceptance Corporation.
3. The foregoing amendment of articles of incorporation has been duly approved
by the board of directors.
4. The foregoing amendment of articles of incorporation has been duly approved
by the required vote of shareholders in accordance with Section 902 of the
Corporations Code. The total number of outstanding shares of the corporation
is One Thousand. The number of shares voting in favor of the amendment equaled
or exceeded the vote required. The percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Date: June 12, 1995
/s/ Philip Walden
--------------------------------------
Philip Walden, President
/s/ Anthony E. Maniscalco
--------------------------------------
Anthony E. Maniscalco, II, Secretary
ARTICLES OF INCORPORATION
OF
FCAC NEWCO CORPORATION
I
The name of this corporation is FCAC NEWCO CORPORATION.
II
The purpose of the corporation is to engage in any lawful act or activity for
which a corporation may be organized under the general Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
III
The name and address in the State of California of this corporation's initial
agent for the service of process is:
WAYNE SNAVELEY
21371 Irvine Ave., Ste. 104
Irvine, CA 92707
IV
This corporation is authorized to issue only one class of shares of stock; and
the total number of shares which this corporation is authorized to issue is
1000.
V
The liability of the directors of the corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law.
VI
The corporation is authorized to indemnify the directors and officers of the
corporation to fullest extent permissible under California Law.
Dated: May 26, 1995
/s/ Pam Martin
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Pam Martin, Incorporator