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Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
HYUNDAI ABS FUNDING CORPORATION
The Certificate of Incorporation of Hyundai ABS Funding Corporation is
as follows:
FIRST: The name of the corporation is Hyundai ABS Funding Corporation
(the "Corporation").
SECOND: The address of the Corporation's registered office in the State
of Delaware is 9 Loockerman Street, in the City of Dover, County of Kent, 19901.
The name of the Corporation's registered agent at such address is National
Registered Agents, Inc.
THIRD: The purposes of the Corporation are:
(a) to acquire from Hyundai Motor Finance Company, and to own, hold, sell,
transfer, assign, pledge, finance, refinance and otherwise deal in or
with portfolios of secured motor vehicle retail installment contracts
and any related rights ("Receivables") and to enter into securitization
programs and other financing arrangements with respect to such
Receivables;
(b) to service and collect, or to retain a servicer to service and collect,
the Receivables and the collections attributable thereto, and any
related assets;
(c) to enter into and perform such other agreements and any other document
or instrument as are appropriate to carry out the purposes permitted
hereunder; and
(d) to engage in any other acts and activities and to execute any powers
permitted under the Delaware Corporate Code that are incidental,
advantageous or necessary to the foregoing.
FOURTH: The total number of shares of stock that the Corporation shall
have authority to issue is One Thousand (1,000) as Common Stock and having no
par value.
FIFTH: The number of directors constituting the first Board of
Directors shall be not less than one (1) and nor more than seven (7), The
number of Directors of the Corporation may be set, increased or decreased in
the manner provided in the by-laws of the Corporation. Election of directors
need not be by written ballot unless the by-laws of the Corporation shall so
provide.
SIXTH: The Corporation shall at all times (except as noted hereafter in
the event of death, incapacity, resignation or removal) have at least one
director (an "Independent Director") whom is not a stockholder, employee,
director, officer or supplier of the Corporation,
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Hyundai Motor Company or HMFC or any other subsidiary or affiliate of thereof
(collectively, the "Parent Group"). In the event of the death, incapacity,
resignation or removal of any Independent Director, the Board of Directors shall
promptly appoint a replacement Independent Director.
SEVENTH: The Board of Directors of the Corporation is authorized to
adopt, amend or repeal by-laws of the Corporation with the approval of a
majority of the Board of Directors; provided, however, that the provisions of
Article III, Sections 1 and 2, of the by-laws shall not be amended or repealed
without the approval by unanimous vote of the entire Board of Directors (which
must include the affirmative vote of all (which shall be at least one) duly
appointed Independent Director).
EIGHTH: Notwithstanding any other provision of this Certificate of
Incorporation and any provision or law, the Corporation shall not do any of the
following:
(a) engage in any business or activity other than as set forth in
Article THIRD hereof;
(b) without the affirmative vote of all of the members of the Board
of Directors (which must include the affirmative vote of all
(which shall be at lease one) duly appointed Independent Director
who must be present to constitute a quorum therefor), (i)
dissolve or liquidate, in whole or in part, or institute
proceedings to be adjudicated bankrupt or insolvent, (ii) consent
to the institution of bankruptcy or insolvency proceedings
against the Corporation, (iii) file a petition seeking or
consenting to reorganization or relief under any applicable
federal or state law relating to bankruptcy or insolvency, (iv)
consent to the appointment of a receiver, trustee, liquidator,
sequestrator or assignee or other similar official for the
Corporation or a substantial part of its property, (v) make a
general assignment for the benefit of creditors, (vi) admit in
writing to the inability of the Corporation to pay its debts
generally as they become due, (vii) merge or consolidate with any
other entity, or otherwise acquire substantially all of the
assets of any other entity, or (viii) take any corporate action
in furtherance of the actions set forth in classes (i) through
(vii) of this paragraph; or
(c) acquire subordinated debt obligations of any other entity.
When voting on whether the Corporation will take any action described
in paragraph (b) above, each Director shall owe its primary fiduciary duty or
other obligation to the Corporation (including, without limitation, the
Corporation's creditors) and not the stockholders of the Corporation (except as
may specifically be required by the Delaware General Corporation Law and common
law fiduciary duties of directors). The Board of Directors will nor vote on or
consent to any matters (whether or not described in clause (b) above) unless the
Board of Directors has the requisite number of Independent Directors then acting
(except that the Board of Directors may act to replace an Independent Director
as described in Article SIXTH above).
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NINTH: The name and mailing address of the sole incorporator is as
follows: David A. Hoeller 10550 Talbert Avenue, Fountain Valley, CA 92708-6031.
TENTH: A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that exculpation from liability is not
permitted under the General Corporation Law of the State of Delaware as in
effect at the time such liability is determined. No amendment or repeal of this
Article TENTH shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal.
ELEVENTH: The Corporation shall insure at all times that (a) maintains
separate corporate records and books of account from those of each member of the
Parent Group, (b) maintain financial statements, accounting records and other
corporate documents separate from those of any other Person (except that the
Corporation may be included in consolidated financial statements of another
person where required by Generally Accepted Accounting Principles), (c) use its
own stationary, invoices and checks, and (d) conduct its own business in its own
name or under such trade names as will not be reasonably likely to cause
confusion as to its separate existence.
TWELFTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statue, and all rights conferred upon
stockholders herein are granted subject to this reservation; provided, however,
that the provisions of Article THIRD, Article SIXTH, Article EIGHTH, and this
Article ELEVENTH shall not be amended or deleted, nor shall this Certificate be
amended in any way that would add purpose of the Corporation in addition to or
in conflict with those in Article THIRD, without the approval by unanimous vote
of the entire Board of Directors (which must include the affirmative vote of all
(which shall be at least one) duly appointed Independent Director).
THIRTEENTH: The Corporation shall have perpetual existence.
I, THE UNDERSIGNED, being the Incorporator herein before named, do make
this Certificate of Incorporation hereby declaring and certifying that the facts
herein stated are true and, accordingly, have hereunto set my hand this 14th day
of August, 2001.
By: /s/ David A. Hoeller
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David A. Hoeller, Incorporator
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