EXHIBIT 3.1(g)
[LETTERHEAD OF STATE OF CALIFORNIA]
I, BILL JONES, Secretary of State of the State of California, hereby
certify:
That the attached transcript has been compared with the record on file in
this office, of which it purports to be a copy, and that it is full, true and
correct.
IN WITNESS WHEREOF, I execute this
certificate and affix the Great Seal of
the State of California this
Sep 24, 1997
---------------------------------------
[SEAL]
/s/ BILL JONES
Secretary of State
A497731
E N D O R S E D
F I L E D
In the office of the Secretary of State
of the State of California
SEP 24 1997
/s/ BILL JONES
BILL JONES, Secretary of State
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
IMPERIAL CREDIT ASSET MANAGEMENT CORP.
The undersigned certify that:
1. They are all of the directors of the Imperial Credit Asset Management
Corp., a California corporation (the "Corporation").
2. Article I of the Articles of Incorporation of the Corporation is
amended to read as follows:
"Article I
The name of the corporation is IMPERIAL CREDIT
COMMERCIAL ASSET MANAGEMENT CORP."
3. No shares have been issued.
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.
Dated: September 22, 1997
/s/ H. WAYNE SNAVELY
----------------------------------
H. Wayne Snavely
/s/ KEVIN E. VILLANI
----------------------------------
Kevin E. Villani
/s/ MARK S. KARLAN
----------------------------------
Mark S. Karlan
[SEAL OF THE OFFICE
OF THE SECRETARY OF STATE]
[SEAL OF THE STATE OF CALIFORNIA]
SECRETARY OF STATE
I, BILL JONES, Secretary of State of the State of California, hereby certify:
That the attached transcript has been compared with the record on file in
this office, of which it purports to be a copy, and that it is full, true and
correct.
IN WITNESS WHEREOF, I execute
this certificate and affix the Great
Seal of the State of California this
[ILLEGIBLE DATE]
------------------------------------
/s/ BILL JONES
Secretary of State
[ILLEGIBLE NUMBER]
E N D O R S E D
F I L E D
In the office of the Secretary of State
of the State of California
AUG 12 1997
/s/ BILL JONES
BILL JONES, Secretary of State
ARTICLES OF INCORPORATION
OF
IMPERIAL CREDIT ASSET MANAGEMENT CORP.
ARTICLE I.
NAME
The name of this corporation is Imperial Credit Asset Management Corp.
ARTICLE II.
PURPOSE
The purpose of this 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 (the "Code").
ARTICLE III.
INITIAL AGENT
The name of this corporation's initial agent for service of process is:
J. A. Shafran, Esq.
Sonnenschein Nath & Rosenthal
601 S. Figueroa St.
Suite 1500
Los Angeles, CA 90017
ARTICLE IV.
INITIAL DIRECTORS
The name and addresses of the initial directors of the Corporation are
H. Wayne Snavely
c/o Imperial Credit Industries, Inc.
23550 Hawthorne Blvd., Bldg. One, Suite 110
Torrance, California 90505
Kevin E. Villani
c/o Imperial Credit Industries, Inc.
23550 Hawthorne Blvd., Bldg. One, Suite 210
Torrance, California 90505
Mark S. Karlan
c/o Imperial Credit Industries, Inc.
23550 Hawthorne Blvd., Bldg. One, Suite 210
Torrance, California 90505
ARTICLE V.
STOCK
(a) This corporation has authority to issue one hundred thousand (100,000)
shares of Common Stock ("Common Stock"). Each share of Common Stock shall
entitle the holder to one vote.
(b) The board of directors of the corporation may authorize the issuance
from time to time of shares of stock of the corporation of any class or series,
whether now or hereafter authorized, for such consideration as the board of
directors of the corporation may deem advisable. The board of directors may
determine or alter the rights, preferences, privileges and restrictions granted
to or imposed upon any wholly unissued class of shares or any wholly unissued
series of any class of shares.
ARTICLE VI.
LIMITATION OF LIABILITY
The personal liability of the directors of the corporation for monetary
damages in an action for breach of a director's duties to the corporation and
its shareholders (as set forth in Section 309 of the Code) shall be eliminated,
subject to the limits set forth in Section 204(a)(10) of the Code.
ARTICLE VII.
INDEMNIFICATION
The corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the Code) for breach of duty to the corporation and
its stockholders through bylaw provisions or through agreements with the agents,
or both, in excess of the indemnification otherwise permitted by Section 317 of
the
2
Code, subject to the limits on such excess indemnification set forth in Section
204(a)(11) of the Code.
/s/ H. WAYNE SNAVELY
-----------------------------------
H. Wayne Snavely
/s/ KEVIN E. VILLANI
-----------------------------------
Kevin E. Villani
/s/ MARK S. KARLAN
-----------------------------------
Mark S. Karlan
We declare that we are the persons who executed the foregoing articles of
incorporation which execution is our act and deed.
/s/ H. WAYNE SNAVELY
-----------------------------------
H. Wayne Snavely
/s/ KEVIN E. VILLANI
-----------------------------------
Kevin E. Villani
/s/ MARK S. KARLAN
-----------------------------------
Mark S. Karlan
3