EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
COUNTRYWIDE MORTGAGE INVESTMENTS, INC.
THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, does hereby certify as follows:
ARTICLE I
NAME
----
The name of the Corporation is: Countrywide Mortgage Investments, Inc.
(the "Corporation").
ARTICLE II
REGISTERED AGENT
----------------
The address of the registered office of the Corporation in the State of
Delaware is: Corporation Trust Center, 1209 Orange Street, New Castle County,
Wilmington, Delaware 19801. The name of the Corporation's registered agent at
such registered office is The Corporation Trust Company.
ARTICLE III
PURPOSE
-------
The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware as now or hereafter in force.
ARTICLE IV
CAPITAL STOCK
-------------
Section 1. The total number of shares of capital stock which the
Corporation shall have authority to issue is Thirty Million (30,000,000),
consisting of Thirty Million (30,000,000) shares of Common Stock having a par
value of $0.01 per share.
Section 2. All persons who shall acquire stock in the Corporation
shall acquire the same subject to the provisions of this Certificate of
Incorporation and the Bylaws of the Company.
Section 3. Each share of Common Stock shall entitle the owner
thereof to vote at the rate of one (1) vote for each share of Common Stock
held.
2
ARTICLE V
PROVISIONS FOR DEFINING, LIMITING AND
REGULATING CERTAIN POWERS OF THE
CORPORATION AND OF THE DIRECTORS
AND STOCKHOLDERS
----------------
Section 1. The number of Directors shall be determined by or in the
manner provided in the Bylaws of the Corporation, as they may be amended from
time to time. The names and mailing addresses of the persons who shall serve as
directors until the first annual meeting of stockholders or until their
successors are duly elected and qualified are:
David S. Loeb
Countrywide Mortgage Investments, Inc.
155 North Lake Avenue
Pasadena, California 91109
Angelo R. Mozilo
Countrywide Mortgage Investments, Inc.
155 North Lake Avenue
Pasadena, California 91109
Frederick J. Napolitano
Pembroke Enterprises, Inc.
281 Independence Boulevard
Suite 626
Virginia Beach, Virginia 23462
Harley W. Snyder
Harley Snyder Company
407 East Lincoln Way
Valparaiso, Indiana 46383
Jack Carlson
9901 Bluegrass Road
Potomac, Maryland 20854
3
Robert J. Donato
PaineWebber Incorporated
700 South Flower Street
Los Angeles, California 90017
The powers of the Incorporator shall terminate upon the filing of this
Certificate of Incorporation.
Section 2. The Board of Directors of the Corporation is hereby
empowered to authorize the issuance from time to time of shares of capital
stock, whether now or hereafter authorized, for such consideration as the Board
of Directors may deem advisable, subject to such limitations as may be set forth
in this Certificate of Incorporation or in the Bylaws of the Corporation or in
the Delaware General Corporation Law.
Section 3. No holder of shares of capital stock of the Corporation
shall, as such holder, have any right to purchase or subscribe for any shares of
the capital stock of the Corporation or any other security of the Corporation
which it may issue or sell (whether out of the number of shares authorized by
this Certificate of Incorporation, or out of any shares of the capital stock of
the Corporation hereafter authorized or acquired by it after the issue thereof,
or otherwise) other than such right, if any, as the Board of Directors, in its
discretion, may determine.
4
Section 4. A Director of this Corporation shall not 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
Directors'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 Delaware General
Corporation Law, or (iv) for any transaction from which the Director derived any
improper personal benefit. If the Delaware General Corporation Law is amended
after the date hereof to permit the further elimination or limitation of the
personal liability of directors, then the liability of a Director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended. Any repeal or modification
of this Section 4 of Article V by the stockholders of the Corporation shall not
adversely affect any right or protection of a Director of the Corporation in
respect of any act or omission occurring prior to the time of such repeal or
modification.
Section 5. The Corporation shall indemnify and shall advance
expenses to each Director, officer, employee and agent of this Corporation to
the fullest extent permitted by the Delaware General Corporation Law as now or
hereafter in force. The indemnification provided by this
5
Section shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, and the
Board of Directors is expressly authorized to adopt bylaws and./or enter into
agreements whereby the Corporation agrees to indemnify and advance expenses to
its Directors, officers, employees and agents.
Section 6. The Board of Directors of the Corporation may make, alter
or repeal from time to time any of the Bylaws of the Corporation except any
particular Bylaw which is specified in the Bylaws as not subject to alteration
or repeal by the Board of Directors.
Section 7. The Board of Directors may authorize, subject to such
approval of stockholders and other conditions, if any, as may be required by any
applicable statute, bylaw, rule or regulation, the execution and performance by
the Corporation of one or more agreements with any person, corporation,
association, company, trust, partnership (limited or general) or other
organization whereby, subject to the supervision and control of the Board of
Directors, any such other person, corporation, association, company, trust,
partnership (limited or general), or other organization shall render or make
available to the Corporation managerial, investment,
6
advisory and/or related services, office space and other services and facilities
(including the management or supervision of the investments of the Corporation)
upon such terms and conditions as may be provided in such agreement or
agreements (including the compensation payable thereunder by the Corporation).
Section 8. The Board of Directors may authorize any agreement of the
character described in Section 7 of this Article V or other contract or
transaction with any one or more Directors or officers or between the
Corporation and any other corporation, partnership (limited or general),
association, trust, company or other organization in which one or more of the
Corporation's Directors or officers are directors or officers, or similar
parties, or otherwise have a financial interest, and no such agreement, contract
or transaction shall be void or voidable solely by reason of the existence of
any such relationship or solely because the Director or officer so interested is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the agreement, contract or transaction, or solely
because such Director's votes are counted for such purpose if: (i) the material
facts as to the Director's or officer's relationship or interest and as to the
agreement or transaction are disclosed or are known to the Board of Directors or
such committee and the Board of
7
Directors or committee in good faith authorizes, approves or ratifies the
agreement, contract or transaction by the affirmative vote of a majority of
the disinterested Directors, even though the disinterested Directors be less
than a quorum; or (ii) the material facts as to such Director's or Officer's
relationship or interest and as to the agreement or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the agreement,
contract or transaction is authorized, approved or ratified in good faith by a
majority of votes cast by the stockholders entitled to vote other than the votes
of shares owned of record or beneficially by the interested Director or officer;
or (iii) the agreement, contract or transaction is fair to the Corporation as of
the time it is authorized, approved or ratified by the Board of Directors, a
committee thereof or the stockholders. Any Director of the Corporation who is
also a director, officer, stockholder or member of such other entity may be
counted in determining the existence of a quorum at any meeting of the Board of
Directors or of a committee which authorizes any such agreement, contract or
transaction. If such a Director votes at a meeting to approve or disapprove a
transaction as described in this Section, such vote shall not affect the
validity of such a transaction provided the provisions of this Section are
otherwise satisfied.
8
Section 9. Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual meeting
or at a special meeting of stock-holders of the Corporation. No action may be
taken by the written consent of the stockholders. Action need not be by written
ballot unless the chairman of the meeting shall so direct.
Section 10. The enumeration and definition of particular powers of
the Board of Directors included in the foregoing shall in no way be limited or
restricted by reference to or inference from the terms of any other clause of
this or any other Article of the Certificate of Incorporation of the
Corporation, or construed as or deemed by inference or otherwise in any manner
to exclude or limit the powers conferred upon the Board of Directors under the
General Corporation Law of the State of Delaware as now or hereafter in force.
ARTICLE VI
RESTRICTION ON ACQUISITION AND TRANSFER OF SHARES
-------------------------------------------------
Section 1. Whenever it is deemed by the Board of Directors to be
prudent in protecting the status of the Corporation as a "real estate investment
trust" under the Internal Revenue Code of 1986, as amended (the "Code"), the
9
Board of Directors may require to be filed with the Corporation as a
condition to permitting any proposed transfer, and/or the registration of any
transfer, of shares of the Corporation a statement or affidavit from any
proposed transferee setting forth the number of shares already owned after
application of the attribution rules (the "Attribution Rules") of Section 544 of
the Code by the transferee and any related person(s) specified in the form
prescribed by the Board of Directors for that purpose. All contracts for the
sale or other transfer of shares of the Corporation shall be subject to this
provision.
Section 2. As a condition to the transfer and/or registration of
transfer of any shares of capital stock of the Corporation which would result in
any stockholder owning, directly or indirectly, shares in excess of 9% of the
outstanding shares of capital stock of the Corporation, the transferee of such
shares shall file with the Corporation an affidavit setting forth the number of
shares of capital stock of the Corporation owned directly and indirectly by the
person filing the affidavit. For purposes of this Section, shares of capital
stock not owned directly shall be deemed to be owned indirectly by a person if
that person or a group of which he is a member would be the beneficial owner of
such shares for purposes of Rule 13d-3, or any successor rule thereto,
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of
10
1934 (the "Exchange Act"), and/or would be considered to own
such shares by reason of the Attribution Rules. The affidavit to be filed with
the Corporation shall set forth all information required to be reported in
returns filed by stockholders under Regulation 1.857-9 issued by the Internal
Revenue Service, or similar provisions of any successor regulation, and in
reports to be filed under Section 13(d) of the Exchange Act. The affidavit, or
an amendment thereto, must be filed with the Corporation within 10 days after
demand therefor and in any event at least 15 days prior to any transfer,
registration of transfer or transaction which, if consummated, would cause the
filing person to hold shares in excess of 9% of the outstanding shares of
capital stock of the Corporation. No transfer nor any registration of any
purported transfer in violation of the notice provisions of this Section shall
be valid or be given effect. Notwithstanding the foregoing, compliance with the
requirements of this Section 2 shall not validate any purported transfer which
would result in any stockholder owning, directly or indirectly, shares in excess
of the "Limit" as defined in Section 4 of this Article VI.
Section 3. Any acquisition of shares of capital stock of the
Corporation that would result in any stockholder owning, directly or indirectly,
shares in excess of the "Limit" as defined in Section 4 of this Article VI
11
shall be void ab initio to the fullest extent permitted under applicable law and
the intended transferee of "Excess Shares," as defined in Section 4 of this
Article VI, shall be deemed never to have had an interest therein. If the
foregoing provision is determined to be void, voidable or invalid by virtue of
any legal decision, statute, rule or regulation, then the transferee of such
shares shall be deemed to have acted as agent on behalf of the Corporation in
acquiring such shares and to hold such shares on behalf of the Corporation.
Section 4. Notwithstanding any other provision hereof to the
contrary, and subject to the provisions of Section 5 of this Article VI, no
person, or persons acting as a group, shall at any time directly or indirectly
acquire ownership in the aggregate of more than 9.8% of the outstanding shares
of capital stock of the Corporation (the "Limit"). Shares which would, but for
this Section 4, be owned by a person or a group of persons in excess of the
Limit at any time shall be deemed "Excess Shares." For the purposes of
determining and dealing with Excess Shares, the term "ownership" shall be
defined to include shares of capital stock constructively owned by a person
under the Attribution Rules and shall also include shares of capital stock
beneficially owned by a person for purposes of Rule 13d-3, or any successor rule
thereto, promulgated by the Securities and Exchange Commission under the
Exchange Act
12
and the term "group" shall have the same meaning as that term has for purposes
of Section 13(d)(3) of such Act. All shares of the Corporation which any person
has the right to acquire upon exercise of outstanding rights, options and
warrants, and upon conversion of any securities convertible into shares, if any,
shall be considered outstanding for purpose of the Limit if such inclusion will
cause such person to own more than the Limit. Unless otherwise required by
applicable law, the Corporation shall refuse to transfer or register the
transfer of, and shall instruct the transfer agent of the Corporation to refuse
to transfer or register the transfer of, shares to the extent that, as a result
of such transfer or registration of transfer, any person would hold Excess
Shares.
Section 5. The Limit set forth in Sections 3 and 4 of this Article
VI and the filing requirements of Section 2 of this Article VI shall not apply
to the acquisition of shares of the Corporation by the Corporation, by an
underwriter in connection with a public offering of shares of the Corporation,
or in any transaction involving the issuance of shares by the Corporation, in
which the Board of Directors determines that the underwriter or other person or
party initially acquiring such shares will timely distribute such shares to or
among others such that, following such distribution, none of such shares will be
Excess Shares.
13
The Board of Directors in its discretion may exempt from the Limit under
Sections 3 and 4 of this Article VI and from the filing requirements of
Section 2 of this Article VI ownership or transfers of certain designated shares
while owned by or transferred to any subsidiary of this Corporation or to any
other person in connection with a reorganization, recapitalization, merger,
liquidation or similar transaction approved by the Board of Directors, provided
that such person has given the Board of Directors evidence and assurances
acceptable to the Board of Directors that the qualification of the Corporation
as a "real estate investment trust" under the Code would not be jeopardized
thereby.
Section 6. Notwithstanding Sections 3 and 4 of this Article VI, if
at any time more than 9.8% of the shares of capital stock of the Corporation has
become concentrated in the hands of a "beneficial owner" (as such term is
defined for purposes of Rule 13d-3, or any successor rule thereto promulgated by
the Securities and Exchange Commission, under the Exchange Act), such beneficial
owner and each of his "affiliates" (as such term is defined on December 1, 1986
in Rule 12b-2 under the Exchange Act) owning any shares of capital stock of the
Corporation shall be deemed to have offered to sell to the Corporation or its
designee, on a date fixed by the Corporation, as specified in the Corporation's
notice of its or its designee's
14
acceptance of such offer of sale, such a number of shares of capital stock
sufficient, in the opinion of the Board of Directors, to maintain or bring the
direct or indirect ownership of shares of capital stock of the Corporation of
such beneficial owner to no more than the Limit. The price at which the
Corporation or its designee may purchase the outstanding shares of capital stock
of the Corporation pursuant to the preceding sentence of this Section (the
"Purchase Price") shall be equal to the closing sales price for the shares, if
then listed on a national securities exchange, or the average of the closing
sales prices for the shares if then listed on more than one national securities
exchange, or if the shares are not then listed on a national securities
exchange, the latest bid quotation for the shares if then traded over-the-
counter, on the last business day immediately preceding the day on which the
Corporation's notice of its acceptance of the beneficial owner's and/or his
affiliates' offer of sale is sent, or, if no such closing sales prices or
quotations are available, then the Purchase Price shall be equal to the net
asset value of such stock (determined on the basis of the fair market value of
the assets of the Corporation) as determined by the Board of Directors in
accordance with the provisions of applicable law. The Purchase Price of any
shares acquired by the Corporation or its designee shall be paid, at the option
of the Corporation, in cash or in the form of an unsecured, subordinated
promissory note of the Corporation or its
15
designee bearing interest and having a term to maturity (to be not less than
five nor more than twenty years) as shall be determined by the Board of
Directors. Payment of the Purchase Price shall be made at such time and in such
manner as may be determined by the Board of Directors and specified in the
notice of acceptance sent to the beneficial owner and/or his affiliates. From
and after the date fixed for purchase by the Board of Directors and the tender
by the Corporation of the Purchase Price therefor, each as specified in the
Corporation's notice of its acceptance of the offer of sale, the holder of any
shares to be so purchased shall cease to be entitled to any rights as a holder
of such shares, excepting only the right to payment of the Purchase Price fixed
as aforesaid.
Section 7. Nothing contained in this Article VI or in any other
provision hereof shall limit the authority of the Board of Directors to take
such other action as it deems necessary or advisable to protect the Corporation
and the interests of its stockholders by preservation of the Corporation's
status as a "real estate investment trust" under the Code.
Section 8. For purposes of this Article VI only, the term "person"
shall include individuals, corporations, limited partnerships, general
partnerships, joint stock
16
companies or associations, joint ventures, association, consortia, companies,
trusts, banks, trust companies, land trusts, common law trusts, business trusts
and other entities, and governments and agencies and political subdivisions
thereof; provided, however, that such term shall not include this Corporation or
any of its subsidiaries.
Section 9. If any provision of this Article VI or any application of
any such provision is determined to be invalid by any federal or state court
having jurisdiction over the issues, the validity of the remaining provisions
shall not be affected and other applications of such provision shall- be
affected only to the extent necessary to comply with the determination of such
court.
ARTICLE VII
AMENDMENTS
----------
The Corporation reserves the right to adopt, repeal, rescind, alter,
restate or amend in any respect any provision contained in this Certificate of
Incorporation in the manner now or hereafter prescribed by applicable law, and
all rights conferred on stockholders herein are granted subject to this
reservation.
17
ARTICLE VIII
INCORPORATOR
------------
The name of the incorporator is Andrea J. Melville. The
Incorporator's mailing address is 400 South Hope Street, Los Angeles, California
90071-2899.
IN WITNESS WHEREOF, the undersigned incorporator of Countrywide
Mortgage Investments, Inc. hereby executes the foregoing Certificate of
Incorporation and acknowledges the same to be her act and further acknowledges
that, to the best of her knowledge, the matters and facts set forth therein are
true in all material respects under the penalties of perjury.
Dated this 19th day of January, 1987.
\s\ Andrea Melville
-------------------
18
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
COUNTRYWIDE MORTGAGE INVESTMENTS, INC.
Countrywide Mortgage Investments, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
hereby certifies as follows:
1. That at a meeting of the Board of Directors of Countrywide Mortgage
Investments, Inc., (the "Corporation") resolutions were duly adopted setting
forth a proposed amendment of the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and calling for the
proposal to be presented to the shareholders of the Corporation at a Special
Meeting of the Shareholders. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, That the Certificate of Incorporation of the Corporation be
amended by revising Article IV, Section 1 thereof so that, as amended,
Article IV, Section 1 shall read as follows:
"CAPITAL STOCK
-------------
Section 1. The total number of shares of capital stock which the
Corporation shall have authority to issue is Sixty Million (60,000,000),
consisting of Sixty Million (60,000,000) shares of Common Stock having a
par value of $0.01 per share."
2. That thereafter, the Special Meeting of the Stockholders, held on
December 9, 1993, of said corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law of the State of
Delaware at which meeting the necessary number of shares as required by statue
were voted in favor of the amendment.
3. That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Countrywide Mortgage Investments, Inc. has caused
this certificate to be signed by Angelo R. Mozilo, its President, and Sandor E.
Samuels, its Secretary, this 11th day of December, 1993.
BY: \s\ Angelo R. Mozilo
---------------------------
Angelo R. Mozilo
President
ATTEST:
\s\ Sandor E. Samuels
-----------------------
Sandor E. Samuels
Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
COUNTRYWIDE MORTGAGE INVESTMENTS, INC.
Countrywide Mortgage Investments, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
hereby certifies as follows:
1. That at a meeting of the Board of Directors of Countrywide
Mortgage Investments, Inc., (the "Corporation") resolutions were duly adopted
setting forth proposed amendments of the Certificate of Incorporation of said
Corporation, declaring said amendments to be advisable and calling for the
proposal to be presented to the stockholders of the Corporation at the Annual
Meeting of the Stockholders. The resolutions setting forth the proposed
amendments are as follows:
RESOLVED, That the Certificate of Incorporation of the Corporation be
amended by revising ARTICLE I so that, as amended, ARTICLE I shall read as
follows:
ARTICLE I
"NAME"
------
The name of the Corporation is: CWM Mortgage Holdings, Inc. (the
"Corporation").
RESOLVED FURTHER, That the Certificate of Incorporation of the Corporation
be further amended by adding a new ARTICLE VII to read as follows and by
renumbering the existing ARTICLES VII and VIII as ARTICLES VIII and IX,
respectively:
ARTICLE VII
ACQUISITION OF SHARES BY CERTAIN ORGANIZATIONS
----------------------------------------------
Section 1. Whenever it is deemed by the Board of Directors to be
prudent in avoiding
(a) the direct or indirect imposition of a penalty tax on the
Corporation (including the imposition of an entity-level tax on one or
more real estate mortgage investment conduits ("REMICs") or one or
more taxable mortgage pools in which the Corporation has acquired or
plans to acquire an interest) or
(b) the endangerment of the tax status of one or more REMICs or
one or more taxable mortgage pools in which the Corporation has
acquired or plans to acquire an interest, the Board of Directors may
require to be filed with the Corporation a statement or affidavit from
any holder or proposed transferee of capital stock of the Corporation
stating whether the holder or proposed transferee is
(i) the United States, any state or political subdivision
thereof, any possession of the United States, any foreign
government, any international organization, or any agency or
instrumentality of the foregoing, or any other organization that
is exempt from federal income taxation (including taxation under
the unrelated business taxable income provisions of the Code) (a
"Disqualified Organization") or
(ii) a partnership, trust, real estate investment trust,
regulated investment company, or other pass-through entity in
which a Disqualified Organization holds or is permitted to hold a
direct or indirect beneficial interest (a "Pass-Through Entity").
Any contract for the sale or other transfer of shares of capital
stock of the Corporation shall be subject to this provision.
Furthermore, the Board of Directors shall have the right, but shall
not be required, to refuse to transfer any shares of capital stock of
the Corporation purportedly transferred, if either
(a) a statement or affidavit requested pursuant to this
Section 1 has not been received, or
(b) the proposed transferee is a Disqualified Organization or
Pass-Through Entity.
Section 2. Any acquisition of shares of capital stock of the
Corporation that could or would
(a) result in the direct or indirect imposition of a penalty tax
on the Corporation (including the imposition of an entity-level tax on
one or more REMICs or one or more taxable mortgage pools in which the
Corporation has acquired or plans to acquire an interest) or
(b) endanger the tax status of one or more REMICs or one or more
taxable mortgage pools in which the Corporation has acquired or plans
to acquire an interest shall be void ab initio to the fullest extent
permitted
2
under applicable law and the intended transferee of the
subject shares shall be deemed never to have had an interest therein.
If the foregoing provision is determined to be void or invalid by
virtue of any legal decision, statute, rule or regulation, then the
transferee of those shares shall be deemed, at the option of the
Corporation, to have acted as agent on behalf of the Corporation in
acquiring those shares and to hold those shares on behalf of the
Corporation.
Section 3. Whenever it is deemed by the Board of Directors to be
prudent in avoiding
(a) the direct or indirect imposition of a penalty tax on the
Corporation (including the imposition of an entity-level tax on one or
more REMICs or one or more taxable mortgage pools in which the
Corporation has acquired or plans to acquire an interest) or
(b) the endangerment of the tax status of one or more REMICs or
one or more taxable mortgage pools in which the Corporation has
acquired or plans to acquire an interest, the Corporation may redeem
shares of its capital stock.
Any such redemption shall be conducted in accordance with the
procedures set forth in Section 6 of Article VI.
Section 4. Nothing contained in this Article or in any other
provision hereof shall limit the authority of the Board of Directors to
take any and all other action as it in its sole discretion deems necessary
or advisable to protect the Corporation or the interests of its
stockholders by avoiding
(a) the direct or indirect imposition of a penalty tax on the
Corporation (including the imposition of an entity-level tax on one or
more REMICs or one or more taxable mortgage pools in which the
Corporation has acquired or plans to acquire an interest) or
(b) the endangerment of the tax status of one or more REMICs or
one or more taxable mortgage pools in which the Corporation has
acquired or plans to acquire an interest.
Section 5. If any provision of this Article or any application of any
such provision is determined to be invalid by any federal or state court
having jurisdiction over the issue, the validity of the remaining
provisions shall be affected only to the extent necessary to comply with
the determination of that court.
3
2. That thereafter, the Annual Meeting of the Stockholders of the
Corporation was duly called and held on May 17, 1994, upon notice in accordance
with Section 222 of the General Corporation Law of the State of Delaware at
which meeting the necessary number of shares as required by statute were voted
in favor of the amendments.
3. That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said Countrywide Mortgage Investments, Inc. has caused
this certificate to be signed by Sterling Blair Albernathy, its Senior Vice
President, and Richard H. Wohl, its Secretary, this 20th day of May, 1994.
BY: \s\ Sterling Blair Abernathy
----------------------------
Sterling Blair Abernathy
Senior Vice President
ATTEST:
\s\ Richard H. Wohl
----------------------
Richard H. Wohl
Secretary
S:\APICK\cmiarmd1
4
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CWM MORTGAGE HOLDINGS, INC.
CWM Mortgage Holdings, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
hereby certifies as follows:
1. That at a meeting of the Board of Directors of CWM Mortgage
Holdings, Inc. (the "Corporation") resolutions were duly adopted setting forth a
proposed amendment of the Certificate of Incorporation of said Corporation,
declaring said amendment to be advisable and calling for the proposal to be
presented to the shareholders of the Corporation at the Annual Meeting of the
Shareholders. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, That the Certificate of Incorporation of the Corporation
be amended by revising Article IV, Section 1 thereof so that, as
amended, Article IV, Section 1 shall read in full as follows:
"CAPITAL STOCK
-------------
Section 1. The total number of shares of capital stock which the
Corporation shall have authority to issue is One Hundred Million
(100,000,000), consisting of One Hundred Million (100,000,000) shares
of Common Stock having a par value of $0.01 per share."
2. That thereafter, the Annual Meeting of the Shareholders of the
Corporation was duly called and held on May 17, 1995, upon notice in accordance
with Section 222 of the General Corporation Law of the State of Delaware at
which meeting the necessary number of shares as required by statute were voted
in favor of the amendment.
3. That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Michael W. Perry, its Executive Vice President, and Richard H. Wohl,
its Secretary, this 18th day of May, 1995.
\s\ Michael W. Perry
------------------------------
Michael W. Perry
Executive Vice President
ATTEST:
\s\ Richard H. Wohl
--------------------------
Richard H. Wohl
Secretary
-2-