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EXHIBIT 3.1
C&S 510 (Rev. 2-92)
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MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES - CORPORATION, SECURITIES
AND LAND DEVELOPMENT BUREAU
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DATE RECEIVED (FOR BUREAU USE ONLY)
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NAME
Laith L. Yaldoo, Esq.
Jaffe, Raitt, Heuer & Weiss, Professional Corporation
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ADDRESS
One Woodward Avenue, Suite 2400
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CITY STATE ZIP CODE
Detroit Michigan 48226
RESTATED ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:
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1. The present name of the corporation is: MANUFACTURED HOME LENDING
CORPORATION
2. The corporation identification number (CID) assigned by the Bureau is:
414-887
3. All former names of the corporation are: NONE
4. The date of filing the original Articles of Incorporation was: August
21, 1996
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The following Restated Articles of Incorporation supersede the Articles of
Incorporation as amended and shall be the Articles of Incorporation for the
corporation:
ARTICLE I
The name of the corporation is:
MANUFACTURED HOME LENDING CORPORATION
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ARTICLE II
The purpose or purposes for which the corporation is formed is to engage in any
activity within the purposes for which corporations may be formed under the
Michigan Business Corporation Act (the "Act").
ARTICLE III
The total authorized shares:
1. Common Shares 10,000,000
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Preferred Shares 10,000,000
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2. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
The holder of each outstanding common share shall have one vote per
share with respect to all matters submitted to a vote of shareholders.
The preferred shares shall be issued from time to time in one or more
series of such number of shares with such distinctive serial designations
and (a) may have such voting powers, full or limited, or may be without
voting powers; (b) may be subject to redemption at such time or times and
at such prices; (c) may be entitled to receive dividends (which may be
cumulative or non-cumulative) at such rate or rates, on such conditions,
and at such times and payable in preference to, or in such relation to, the
dividends payable on any other class or classes or series of shares; (d)
may have such rights upon the dissolution of, or upon any distribution of
the assets of, the corporation; (e) may be made convertible into, or
exchangeable for, shares of any other class or classes or of any other
series of the same or any other class or classes or of any other series of
the same or any other class or classes of shares of the corporation, at
such price or prices or at such rates of exchange, and with such
adjustments; and (f) may have such other relative, participating, optional
or other special rights, qualifications, limitations or restrictions
thereof, all as shall hereafter be stated and expressed in the resolution
or resolutions providing for the issue of each such series of preferred
shares from time to time adopted by the board of directors pursuant to
authority so to do which is hereby expressly vested in the board of
directors.
The number of authorized shares of any class of shares of the
corporation, including without limitation, the common shares and the
preferred shares, may be increased or decreased by the affirmative vote of
the holders of the majority of the shares of the corporation entitled to
vote, without regard to class.
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ARTICLE IV
A. The address of the current registered office is:
31700 Middlebelt Road, Ste. 145
Farmington Hills, MI 48334
B. The mailing address of the current registered office if different from
the registered office address:
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(Address) (City) (Zip Code)
C. The name of the current resident agent at the registered office is:
Gary A. Shiffman
ARTICLE V
Any action required or permitted by the Act to be taken at an annual or special
meeting of stockholders may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each
stockholder who signs the consent if fewer than all stockholders entitled to
vote sign the written consent. No written consents shall be effective to take
the corporate action referred to unless, within 60 days after the record date
for determining stockholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents signed by a sufficient number of
stockholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its stockholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to stockholders who have not
consented in writing.
ARTICLE VI
No director of this corporation shall be personally liable to the corporation or
its stockholders for monetary damages for a breach of such director's fiduciary
duty; provided, that the foregoing shall not limit the liability of a
director for any of the following:
(a) A breach of the director's duty of loyalty to the corporation
or its stockholders.
(b) Acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law.
(c) A violation of Section 551(1) of the Act.
(d) A transaction from which the director derived an improper
personal benefit.
(e) Any other act or omission as to which the Act does not permit
a director's liability to be so limited.
If the Act is hereafter amended to authorize corporate action further
eliminating or limiting 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 Act, as so amended. Any repeal, modification or
adoption of any provision in these Articles of Incorporation inconsistent with
this Article VI shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal, modification
or adoption.
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ARTICLE VII
A director may be removed from office as a director at any time, but only for
cause, by the affirmative vote of the holders of at least two-thirds (2/3) of
the outstanding shares of stock of the corporation generally entitled to vote
in the election of directors. A special meeting of the stockholders may be
called, in accordance with the corporation's Bylaws, for the purpose of
removing a director.
ARTICLE VIII
Except as may be provided by the Board of Directors in authorizing the issuance
of shares of Preferred Stock pursuant to Article III, no holder of shares of
stock of the corporation shall have any preemptive right to purchase or
subscribe for any additional shares of the stock of the corporation or any
other security of the corporation which it may issue or sell.
ARTICLE IX
It is hereby declared to be a proper corporate purpose, reasonably calculated
to benefit shareholders, for the board of directors to base the response of
this corporation to any "Acquisition Proposal" (as defined herein) on the board
of directors' evaluation of what is in the best interests of the corporation
and, in making that evaluation, for the board of directors to consider:
A. The best interest of the shareholders; for this purpose the board
shall consider, among other factors, not only the consideration being
offered in the Acquisition Proposal, in relation to the then current
market price, but also in relation to the then current value of the
corporation in a freely negotiated transaction and in relation to the
board of directors' then estimate of the future value of the corporation
as an independent entity, the business and financial conditions and
earnings prospects of the acquiring person or persons, and the competence,
experience and integrity of the acquiring person or persons and its or
their management; and
B. Such other factors as the board of directors determines to be
relevant, including, among other factors, the social, legal and economic
effects of the Acquisition Proposal upon employees, suppliers, customers,
business and the general community in which the corporation does business.
For purposes of this Article IX, "Acquisition Proposal" means any proposal of
any person (a) for a tender offer or exchange offer for any equity security of
the corporation; (b) to merge or consolidate the corporation with another
corporation; or (c) to purchase or otherwise acquire all or substantially all
of the properties and assets of the corporation.
ARTICLE X
Notwithstanding any other provision of these Articles of Incorporation, no
amendment to these Articles of Incorporation shall amend or repeal any or all
of the provisions of Articles III, VI, VII, VIII, IX or this Article X of these
Articles of Incorporation, and the stockholders of the corporation shall not
have the right to amend or repeal any or all provisions of the Bylaws of the
corporation, unless so adopted by the affirmative vote of the holders of not
less than two-thirds (2/3) of the outstanding shares of stock of the
corporation generally entitled to vote in the election of directors, considered
for purposes of this Article X as a class; provided, however, that in the event
that the Board of Directors of the corporation recommends to the stockholders
the adoption of any such amendment of a nature described in this Article X, the
stockholders of record holding a majority of the outstanding shares of stock of
the corporation entitled to vote in the election of directors, considered for
the purposes of this Article X as a class, may amend, modify or repeal any or
all of such provisions.
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5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE
UNANIMOUS CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE
BOARD OF DIRECTORS; OTHERWISE, COMPLETE SECTION (b)
a.[ ]These Restated Articles of Incorporation were duly adopted on
the___day of________, 19__, in accordance with the
provisions of Section 642 of the Act by the unanimous consent of the
incorporators before the first meeting of the Board of Directors.
Signed this__day of__________, 19
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(Signatures of all incorporators; type or print name under each
signature)
b.[X]These Restated Articles of Incorporation were duly adopted on
the ____ day of August, 1997, in accordance with the provisions of
Section 642 of the Act and : (check one of the following)
[] were duly adopted by the Board of Directors without a vote
of the shareholders. These Restated Articles of
Incorporation only restate and integrate and do not
further amend the provisions of the Articles of
Incorporation as heretofore amended and there is no
material discrepancy between those provisions and the
provisions of these Restated Articles.
[] were duly adopted by the shareholders. The necessary
number of shares as required by statute were voted in
favor of these Restated Articles.
[] were duly adopted by the written consent of the
shareholders having not less than the minimum number of
votes required by statute in accordance with Section
407(1) of the Act. Written notice to shareholders who
have not consented in writing has been given. (Note:
Written consent by less than all of the shareholders is
permitted only if such provision appears in the Articles
of Incorporation.)
[] were duly adopted by the written consent of all the
shareholders entitled to vote in accordance with Section
407(2) of the Act.
Signed this __ day of August, 1997
By:
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Jeffrey P. Jorissen, President
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