Exhibit 3.1(b)(i)
STATE OF NEW MEXICO
[SEAL]
OFFICE OF
THE STATE CORPORATION COMMISSION
CERTIFICATE OF INCORPORATION
OF
ALBUQUERQUE INVESTMENTS, INC.
1497213
The State Corporation Commission certifies that duplicate
originals of the Articles of Incorporation attached hereto, duly
signed and verified pursuant to the provisions of the BUSINESS
Corporation Act, have been received by it and are found to conform to
law.
Accordingly, by virtue of the authority vested in it by law, the
State Corporation Commission issues this Certificate of Incorporation
and attaches hereto a duplicate original of the Articles of
Incorporation.
Dated: OCTOBER 5, 1990
In Testimony Whereof, the State
Corporation Commission of the State
of New Mexico has caused this
certificate to be signed by its
Chairman and the Seal of said
Commission to be affixed at the City
[SEAL] of Santa Fe
[signature illegible]
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Chairman
[signature illegible]
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Director
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ARTICLES OF INCORPORATION
OF
ALBUQUERQUE INVESTMENTS, INC.
-----------------------------
The undersigned, for the purpose of forming a corporation
under the New Mexico Business Corporation Act, hereby certifies:
ARTICLE I
The name of the corporation shall be: Albuquerque
Investments, Inc.
ARTICLE II
The period of duration of the corporation shall be
perpetual.
ARTICLE III
The purposes for which the corporation is organized are as
follows:
A. To act as a partner in and otherwise operate a check
cashing and money transfer business and other related activities.
B. To engage in any lawful business permitted of a private
corporation under the laws of the State of New Mexico and to have all
of the corporate powers enumerated in the New Mexico Business
Corporation Act.
C. To do all things necessary and convenient for the
accomplishment or furtherance of any of the purposes stated
herein, and to do all things necessary or convenient to the protection
and benefit of the corporation.
ARTICLE IV
The corporation shall have authority to issue Five Hundred
Thousand (500,000) shares of common stock with a par value of One
Dollar ($1.00) per share. The corporation shall initially have only
one class of stock, which shall be common stock. The Board of
Directors shall have authority to divide any or all of such class of
stock into series and, within the limitations of the Business
Corporation Act, may fix and determine the relative rights and
preferences of the shares of any series so established.
ARTICLE V
Cumulative voting does not exist with respect to shares of
stock. A shareholder of this corporation shall, because of his
ownership of stock, have a preemptive right to purchase, subscribe
for, or take any part of any stock or any part of the notes,
debentures, bonds, or other securities convertible into or carrying
options or warrants to purchase stock of this corporation issued,
optioned, or sold by it after its incorporation. Any part of the
capital stock and any part of the notes, debentures, bonds or other
securities convertible into or carrying options or warrants to
purchase stock of this corporation may be issued, optioned for sale,
and sold or
disposed of by this corporation pursuant to a resolution of its Board
of Directors to such persons and upon such terms, as may to such Board
seem proper only after first offering such stock or securities or any
part thereof to existing shareholders.
ARTICLE VI
The address of the corporation's initial registered office
is 20 First Plaza, Suite 213, Albuquerque, New Mexico 87102, and the
name of the corporation's initial registered agent at such address is
Elizabeth Mason.
ARTICLE VII
The business of the corporation shall be managed by a Board
of Directors consisting of such number as may be provided by the By-
Laws. The initial Board of Directors shall consist of one (1) member.
The name and address of the person who is to serve as director until
the first annual meeting of shareholders or until successors are
elected and qualified are:
Brent Therrien
4521 Central NE
Albuquerque, NM 87108
ARTICLE VIII
The Board of Directors, except as limited by the New Mexico
Business Corporation Act and these Articles of Incorporation, shall
have the right to make, adopt, alter, amend and repeal By-Laws, to fix
and alter the number of directors, and to provide for the management
of the corporation's property and
the regulation and government of its business and affairs subject to
the right of any shareholders owning ten percent (10%) of the capital
stock of the corporation, issued and outstanding, to call a special
meeting of the shareholders for the purpose of making, adopting,
altering, amending and repealing such By-Laws, and all By-Laws adopted
by the shareholders shall supersede By-Laws made and adopted by the
Board of Directors in conflict therewith.
ARTICLE IX
In addition to any other powers provided by law or by these
Articles of Incorporation, the corporation shall have the power to
identify to the fullest extent provided by the New Mexico Business
Corporation Act any past or present director, officer, employee or
agent of the corporation who is made a party in any proceeding.
ARTICLE X
The corporation may enter into contracts or transact
business with one or more of its directors, officers, or shareholders,
or with any corporation, association, trust company, organization, or
other concern in which any one of more of its directors, officers, or
shareholders are directors, officers, trustees, beneficiaries, or
shareholders, or otherwise interested in other contracts or
transactions in which any one or more of its directors, officers, or
shareholders is in any way interested; and, in the absence of fraud,
no such contract or
transaction shall be invalidated or in any affected by the fact that
such directors, officers, or shareholders of the corporation have, or
may have, interests which are, or might be, adverse to the interests
of the corporation, even though the vote or action of directors,
officers, or shareholders having such adverse interests may have been
necessary to obligate the corporation upon such contract or
transaction. At any meeting of the Board of Directors of the
corporation (or any duly authorized committee thereof) which shall
authorize or ratify any such contract or transaction, any such
director or directors may vote or act thereat with like force and
effect as if he had not such interest, provided in such case the
nature of such interest (though not necessarily the extent or details
thereof) shall be disclosed, or shall have been known to the directors
or a majority thereof. A general notice that a director or officer is
interested in any corporation or other concern of any kind above
referred to shall be sufficient disclosure as to such director or
officer with respect to all contracts and transactions with such
corporation or other concern. No director shall be disqualified from
holding office as a director or officer of the corporation by reason
of any such adverse interests. In the absence of fraud, no director,
officer, or shareholder having such adverse interest shall be liable
to the corporation or to any shareholder or creditor thereof, or to
any other person for any loss incurred
by it under or by reason of such contract or transaction, nor shall
any such director, officer, or shareholder be accountable for any
gains or profits realized thereon.
ARTICLE XI
The officers, directors and other members of management of
this corporation shall be subject to the doctrine of corporate
opportunities only insofar as it applies to business opportunities in
which this corporation has expressed an interest as determined from
time to time by the corporation's Board of Directors as evidenced by
resolutions appearing in the corporation's minutes.
Once such areas of interest are delineated, all such
business opportunities within such areas of interest that come to the
attention of the officers, directors and other members of management
of the corporation shall be disclosed promptly to the corporation and
made available to it. The Board of Directors may reject any business
opportunity presented to it and, thereafter, any officer, director and
other member of management may avail himself of such opportunity.
Until such time as this corporation, through its Board of Directors,
has designated an area of interest, the officers, directors and other
members of management of this corporation shall be free to engage in
such areas of interest on their own and this doctrine shall not limit
the rights of any officer, director, or other member of
management of this corporation to continue a business existing prior
to the time that such area of interest is designated by the
corporation. This provision shall not be construed to release any
employee of the corporation (other than an officer, director or member
of management) from any duties which he may have to the corporation.
ARTICLE XII
The name and address of the incorporator is: Elizabeth
Mason 20 First Plaza, Suite 213, Albuquerque, New Mexico 87102.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 21 day of September, 1990.
/s/ Elizabeth Mason
-----------------------------------
ELIZABETH MASON
AFFIDAVIT OF ACCEPTANCE OF
APPOINTMENT BY DESIGNATED REGISTERED AGENT
------------------------------------------
TO: Corporation Commission
State of New Mexico
Pursuant to the provisions of the New Mexico Business Corporation
Act, the undersigned hereby acknowledges her acceptance of appointment
as the initial registered agent of Albuquerque Investments, Inc.
Dated: September 21, 1990.
/s/ Elizabeth Mason
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ELIZABETH MASON
STATE OF NEW MEXICO )
) ss.
COUNTY OF BERNALILLO )
I hereby certify that on this 21 day of September, 1990,
Elizabeth Mason personally appeared before me and, being first duly
sworn, declared that she signed the foregoing document and that the
statements contained therein are true.
/s/ Kelly E. Gomez
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NOTARY PUBLIC
My commission expires:
7/2/94
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