Exhibit 3.1(m)(i)
CERTIFICATE OF INCORPORATION
OF
DFG WAREHOUSING CO., INC.
THE UNDERSIGNED, being a natural person for the purpose of
organizing a corporation under the General Corporation Law of the
State of Delaware, hereby certifies that:
FIRST: The name of the Corporation is DFG Warehousing Co.,
Inc.
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street, City of
Wilmington, County of New Castle, State of Delaware. The name of the
registered agent of the Corporation in the State of Delaware at such
address is The Corporation Trust Company.
THIRD: The purpose of the Corporation 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 from time to
time amended.
FOURTH: The total number of shares of capital stock which
the Corporation shall have authority to issue is 100, all of which
shares shall be Common Stock having a par value of $0.01 each.
FIFTH: The name and mailing address of the incorporator are
Scott B. Rose, Esq., c/o Weil, Gotshal & Manges LLP, 767 Fifth Avenue,
New York, New York 10153.
SIXTH: Upon filing the Certificate of Incorporation, the
names and mailing addresses of the persons who are to serve as
directors until the first annual meeting of stockholders or until
their successors are elected and qualify are:
Jeffrey A. Weiss
Dollar Financial Group, Inc.
1436 Lancaster Avenue
Suite 210
Berwyn, PA 19312
Donald F. Gayhardt
Dollar Financial Group, Inc.
1436 Lancaster Avenue
Suite 210
Berwyn, PA 19312
SEVENTH: In furtherance and not in limitation of the powers
conferred by law, subject to any limitations contained elsewhere in
these articles of incorporation, by-laws of the Corporation may be
adopted, amended or repealed by a majority of the board of directors
of the Corporation, but any by-laws adopted by the board of directors
may be amended or repealed by the stockholders entitled to vote
thereon. Election of directors need not be by written ballot.
EIGHTH: (a) A director of the Corporation shall not be
personally liable either to the Corporation or to any stockholder for
monetary damages for breach of fiduciary duty as a director, except
(i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, or (ii) for acts or omissions which
are not in good faith or which involve intentional misconduct or
knowing violation of the law, or (iii) for any matter in respect of
which such director shall be liable under Section 174 of Title 8 of
the General Corporation Law of the State of Delaware or any amendment
thereto or successor provision thereto, or (iv) for any transaction
from which the director shall have derived an improper personal
benefit. Neither amendment nor repeal of this paragraph (a) nor the
adoption of any provision of the Certificate of Incorporation incon-
sistent with this paragraph (a) shall eliminate or reduce the effect
of this paragraph (a) in respect of any matter occurring, or any cause
of action, suit or claim that, but for this paragraph (a) of this
Article, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.
(b) The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to, or testifies in,
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative in nature, by
reason of the fact that such person is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, employee benefit
plan, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with
such action, suit or proceeding to the full extent permitted by law,
and the Corporation may adopt By-laws or enter into agreements
with any such person for the purpose of providing for such
indemnification.
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate of Incorporation on this 15th day of August, 1996.
/s/ Scott B. Rose
---------------------
Scott B. Rose, Esq.
Sole Incorporator
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