EXHIBIT 3.1
- -------------------------- -----------------------------------------------------
(stamp) (stamp)
Jim Miles CERTIFIED TO BE A TRUE AND CORRECT COPY AS TAKEN FROM
SECRETARY OF STATE AND COMPARED WITH THE ORIGINAL ON FILE IN THIS OFFICE
FILED FEBRUARY 13, 1997
FEBRUARY 13, 1997 /s/ Jim Miles
AM PM SECRETARY OF STATE OF SOUTH CAROLINA
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- --------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
FOR
EMERGENT MORTGAGE CORP. OF TENNESSEE
1. The name of the proposed corporation is Emergent Mortgage Corp. of
Tennessee.
2. The initial registered office of the corporation is 15 South Main Street,
Greenville, SC 29601, Greenville County, and the initial registered agent
at such address is Keith B. Giddens.
3. The corporation is authorized to issue a single class of shares, and the
total number of shares authorized is 100,000.
4. The existence of the corporation shall begin when these articles are filed
with the Secretary of State.
5. The optional provisions which the corporation elects to include in the
articles of incorporation are as follows: (See Section 33-2-102 and the
applicable comments thereto; and 35-2-105 and 35-2-221 of the 1976 South
Carolina Code). NONE
6. The name and address of each incorporator is as follows:
Name Address Signature
---- ------- ---------
Nancy Dupler PO Box 728 /s/ Nancy Dupler
Greenville, SC 29602
7. I, Cary H. Hall, Jr., an attorney licensed to practice in the State of
South Carolina, certify that the corporation, to whose articles of
incorporation this certificate is attached, has complied with the
requirements of Section 33-2-102 of the 1976 Code of Laws of South
Carolina, as amended.
February 12, 1997
/s/ Cary H. Hall, Jr.
--------------------------------------
Cary H. Hall, Jr.
Wyche, Burgess, Freeman & Parham, P.A.
P.O. Box 728
Greenville, SC 29602
(864) 242-8255
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. If the space in this form is insufficient, please attach additional sheets
containing a reference to the appropriate paragraph in this form.
3. Schedule of Fees - payable at the time of filing this document:
Fee for filing Application - payable to Secretary of State $ 10.00
Filing Tax - payable to Secretary of State $100.00
Minimum License Fee - payable to SC Tax Commission $ 25.00
4. THIS FORM MUST BE ACCOMPANIED BY THE FIRST REPORT OF CORPORATIONS (See
Section 12-19-20), AND A CHECK IN THE AMOUNT OF $25.00 PAYABLE TO THE SOUTH
CAROLINA TAX COMMISSION.
South Carolina Form Approved by
1/89 Secretary of State
2
--------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
AUG 7 1997
AM PM
--------------------------
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STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned Corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is Sterling Lending Corporation.
2. On June 1, 1997, the corporation adopted the following Amendment(s) of its
Articles of Incorporation:
RESOLVED, that the Articles of Incorporation of the Corporation be
amended to the Corporation is authorized to issue one million shares
of preferred stock. The relative rights, preferences and limitations
of such preferred stock shall be determined by the Corporation's Board
of Directors in its sole discretion. The Corporation's Board of
Directors shall have the sole authority to issue shares of such
preferred stock to whomever and for whatever purposes it, in its sole
discretion, deems appropriate. The Board is expressly authorized to
divide such preferred shares into separate series, with each series
separately designated so as to distinguish the shares thereof from the
shares of all other series. Each share of each series of serial
preferred stock shall have the same relative rights as and be
identical in all respects with all the other shares of the same
series. Among other things, the Board may designate one of the
following variations among any of the various series of preferred
stock without further action of the shareholders of the Corporation:
(a) the distinctive serial designation and the number of shares
constituting such series; (b) the dividend rate or the amount of
dividends to be paid on the shares of such series, whether dividends
shall be cumulative and, if so, from which date(s) the payment date(s)
for dividends, and the participating or other special rights, if any,
with respect to dividends; (c) the voting powers, full or limited, if
any, of shares of such series; (d) whether the shares of such series
shall be redeemable and, if so, the price(s) at which, and the terms
and conditions on which, such shares may be redeemed; (e) the
amount(s) payable upon the shares of such series in the event of
voluntary or involuntary liquidation, dissolution, or winding up of
the association; (f) whether the shares of such series shall be
entitled to the benefit of a sinking or retirement fund to be applied
to the purchase or redemption of such shares, and if so entitled, the
amount of such fund and the manner of its application, including the
price(s) at which such shares may be redeemed or purchased through the
application of such fund; (g) whether the shares of such series shall
be convertible into, or exchangeable for, shares of any other class or
classes of stock of the association and, if so, the conversion
price(s) or the rate(s) of exchange, and the adjustments thereof, if
any, at which such conversion or exchange may be made, and any other
terms and conditions of such conversion or exchange; (h) the price or
other consideration for which the shares of such series shall be
issued; and (i) whether the shares of such series which are redeemed
or converted shall have the status of authorized but unissued shares
of serial preferred stock and whether such shares may be reissued as
shares of the same or any other series of serial preferred stock.
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert "not
applicable" or "NA").
NOT APPLICABLE
4. Complete either a or b, whichever is applicable.
a. (X) Amendment(s) adopted by shareholder action. At the date of adoption
of the amendment, the number of outstanding shares of each voting
group entitled to vote separately on the Amendment, and the vote of
such shares was:
Number of Number of Number of Votes Number of Undisputed*
Voting Outstanding Votes Entitled Represented at Shares Voted
Group Shares to be Cast the Meeting For Against
- ----- ------ ---------- ----------- -----------
Common 25,000 25,000 25,000 25,000
*NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can alternatively
state the total number of undisputed shares cast for the amendment by
each voting group together with a statement that the number of votes cast
for the amendment by each voting group was sufficient for approval by
that voting group.
b. ( ) The Amendment(s) was duly adopted by the incorporators or board of
directors without shareholder approval pursuant to Section
33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code
as amended, and shareholder action was not required.
5. Unless a delayed date is specified, the effective date of these Articles of
Amendment shall be the date of acceptance for filing by the Secretary of
State.
Date: June 30, 1997
Sterling Lending Corporation
---------------------------------------
(Name of Corporation)
By: /s/ Dennis Canupp
---------------------------------------
Dennis Canupp, Chief Executive Officer
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. If the space in this form is insufficient, please attach additional sheets
containing a reference to the appropriate paragraph in this form.
3. Filing fees and taxes payable to the Secretary of State at the time of
filing application:
Filing Fee $ 10.00
Filing Tax 100.00
Total $110.00
Form Approved by South Carolina
Secretary of State 1/89
2
--------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
JUN 02 1997
AM PM
--------------------------
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--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH OF A SOUTH CAROLINA
OR FOREIGN CORPORATION
Pursuant to Sections 33-5-102 and 33-15-108 of the 1976 South Carolina
Code, as amended, the undersigned corporation submits the following information.
1. The name of the corporation is Sterling Lending Corporation.
2. The corporation is (complete either a or b, whichever is applicable):
a. [x] a domestic corporation incorporated in South Carolina on 3/6/96; or
b. [ ] a foreign corporation incorporated in _______ on ______, and
authorized to do business in South Carolina on ________________.
3. The street address of the current registered office in south Carolina is 75
Beattie Place, Two Insignia Plaza in the city of Greenville, South Carolina
29601.
4. If the current registered office is to be changed, the street address to
which its registered office is to be changed is 15 South Main Street, Suite
750, in the city of Greenville, South Carolina 29601.
5. The name of the present registered agent is CT Corporation System.
6. If the current agent is to be changed, the name of the successor registered
agent is Wade M. Hall.
* I hereby consent to the appointment as registered agent of the
corporation.
/s/ Wade M. Hall
-----------------------------------
(signature of New Registered Agent)
--------------------------
(stamp)
[ILLEGIBLE]
SEP 22 1997
[ILLEGIBLE]
--------------------------
--------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
DEC 02 1996
AM PM
--------------------------
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--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is EMERGENT LENDING CORPORATION.
2. On JULY 7, 1996, the corporation adopted the following Amendment(s) of its
Articles of Incorporation:
RESOLVED, that the Articles of Incorporation of the Corporation be amended
to CHANGE THE NAME OF THE CORPORATION TO "STERLING LENDING CORPORATION".
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert "not
applicable" or "NA").
NOT APPLICABLE
4. Complete either a or b, whichever is applicable.
a. [x] Amendment(s) adopted by shareholder action.
At the date of adoption of the amendment, the number of outstanding
shares of each voting group entitled to vote separately on the
Amendment, and the vote of such shares was:
Number of Number of Number of Votes Number of Undisputed*
Voting Outstanding Votes Entitled Represented at Shares Voted
Group Shares to be Cast the Meeting For Against
- ----- ------ ---------- ----------- --------------------
COMMON 25,000 25,000 25,000 25,000
*NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can alternatively
state the total number of undisputed shares cast for the amendment by
each voting group together with a statement that the number of votes
cast for the amendment by each voting group was sufficient for approval
by that voting group.
b. [ ] The Amendment(s) was duly adopted by the incorporators or board of
directors without shareholder approval pursuant to Section 33-6-102(d),
33-10-102 and 33-10-105 of the 1976 South Carolina Code as amended, and
shareholder action was not required.
5. Unless a delayed date is specified, the effective date of these Articles of
Amendment shall be the date of acceptance for filing by the Secretary of
State.
Date: July 7, 1996 EMERGENT LENDING CORPORATION
-----------------------------------
(Name of Corporation)
By: /s/ Dennis Canupp
-----------------------------------
DENNIS CANUPP, PRESIDENT
--------------------------
(stamp)
[ILLEGIBLE]
SEP 22 1997
[ILLEGIBLE]
--------------------------
--------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
DEC 02 1996
AM PM
--------------------------
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--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH
OF A SOUTH CAROLINA
OR FOREIGN CORPORATION
Pursuant to Section 33-5-102 and 33-15-108 of the 1976 South Carolina Code,
as amended, the undersigned corporation submits the following information.
1. The name of the corporation is STERLING LENDING CORPORATION.
2. The corporation is (complete either a or b, whichever is applicable):
a. a domestic corporation incorporated in South Carolina on March 6,
1996; or
b. a foreign corporation incorporated in _______________________________
(State)
on _________________________, and authorized to do business in South
(Date)
Carolina on ___________________.
(Date)
3. The street address of the current registered office in South Carolina is 15
S. Main Street in the city of Greenville, South Carolina 29601.
4. If the current registered office is to be changed, the street address to
which its registered office is to be changed is c/o CT Corporation System,
75 Beattie Place, Two Insignia Financial Plaza in the city of Greenville,
South Carolina 29601.
5. The name of the present registered agent is Dennis Canupp.
6. If the current registered agent is to be changed, the name of the successor
registered agent is CT Corporation System.
*I hereby consent to the appointment as registered agent of the corporation:
[illegible signature]
(signature of New Registered Agent)
7. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
8. Unless a delayed date is specified, this application will be effective upon
acceptance for filing by the Secretary of State (See Section 33-1-230(b)).
Pursuant to Section 33-9-102(5) and 33-19-108(5), the written consent of the
registered agent may be attached to this form.
9. Dated this 1 day of Dec., 1996.
STERLING LENDING CORPORATION
---------------------------------
(Name of Corporation)
By: /s/ Roger Clark
---------------------------------
Roger Clark President
(Type of Print Name and Title)
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. Filing Fee (payable to the Secretary of State at the time of filing the
document - $10.00
3. Pursuant to Section 33-5-102(b), the registered agent can file this form
when the only change is changing the street address of the registered
office, in this situation, the following statement should be typed on the
form above the registered agent's signature: "The corporation has been
notified of this change."
Form Approved by South Carolina
Secretary of State 1/89
- ----------------------------------------------------- --------------------------
(stamp) (stamp)
CERTIFIED TO BE A TRUE AND CORRECT COPY AS TAKEN FROM Jim Miles
AND COMPARED WITH THE ORIGINAL ON FILE IN THIS OFFICE SECRETARY OF STATE
MAR - 6 1997 FILED
/s/ Jim Miles MAR 6 1996
SECRETARY OF STATE OF SOUTH CAROLINA AM PM
- ----------------------------------------------------- --------------------------
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--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
FOR
EMERGENT LENDING CORPORATION
1. The name of the proposed corporation is Emergent Lending Corporation.
2. The initial registered office of the corporation is Post Office Box 17526,
Greenville, Greenville County, South Carolina 29606 and the initial
registered agent at such address is Dennis Canupp. (Street address - 15
South Main Street, Suite 750 (29601)
3. The corporation is authorized to issue a single class of shares, and the
total number of shares authorized is 100,000.
4. The existence of the corporation shall begin when these articles are filed
with the Secretary of State.
5. The optional provisions which the corporation elects to include in the
articles of incorporation are as follows: None
6. The name and address of each incorporator is as follows:
Name Address Signature
- ---- ------- ---------
Dennis Canupp Post Office 17526
Greenville, SC 29606 /s/ Dennis Canupp
George Roberson Post Office 17526
Greenville, SC 29606 /s/ George Roberson
Phil Cox PO Box 17526
Greenville, SC 29606 /s/ J.P. Cox
7. I, Cary H. Hall, Jr., an attorney licensed to practice in the State of
South Carolina, certify that the corporation, to whose articles of
incorporation this certificate is attached, has complied with the
requirements of Section 33-2-102 of the 1976 Code of Laws of South
Carolina, as amended.
Feb 29, 1996 /s/ Cary H. Hall, Jr.
---------------------------------------
Cary H. Hall, Jr.
Wyche, Burgess, Freeman & Parham, P.A.
P.O. Box 728
Greenville, SC 29602
(803) 242-8255
--------------------------
(stamp)
John T. Campbell
SECRETARY OF STATE
FILED
APR 17 1987
AM PM
--------------------------
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--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
THE MONEY $TORE, INC.
- ----------------------------
For Use By (File This Form in
The Secretary of State Duplicate Originals)
File No. This Space For Use By
Fee Paid $ (Sect. 33-7-30 of the 1976 Code) The Secretary of State
R.N.
Date (INSTRUCTIONS ON PAGE 4)
- ----------------------------
1. The name of the proposed corporation is The Money $tore, Inc.
2. The initial registered office of the corporation is 107 Charter House
Circle located in the city of Columbia, county of Lexington and the State
of south Carolina and the name of its initial registered agent at such
address is Ronald I. Long.
3. The period of duration of the corporation shall be perpetual.
4. The corporation is authorized to issue shares of stock as follows:
Class of shares Authorized No. of each class Per Value
- --------------- ---------------------------- ---------
Common 2,000 $100.00
----------------------------------------------------------
(stamp)
Date APR 17, 1987
CERTIFIED TO BE A TRUE AND CORRECT COPY AS TAKEN
FROM AND COMPARED WITH THE ORIGINAL ON FILE IN THIS
OFFICE.
(/s/ John T. Campbell)
SECRETARY OF STATE OF SOUTH CAROLINA
----------------------------------------------------------
If shares are divided into two or more classes or if any class of shares is
divided into series within a class, the relative rights, preferences, and
limitations of the shares of each class, and of each series within a class, are
as follows:
N/A
5. Total authorized capital stock Two Hundred Thousand and 00/100
($200,000.00) Dollars. Please see instructions on Page 4.
6. The existence of the corporation shall begin as of the filing date with the
Secretary of State or to be effective as of the filing date.
7. The number of directors constituting the initial board of Directors of the
corporation is three (3) and the names and addresses of the persons who are
to serve as directors until the first annual meeting of shareholders or
until their successors be elected and qualify are:
Ronald I. Long 107 Charter House Circle
Columbia, South Carolina 29212
.............................. ...................................
Richard S. Dyer, Sr. 2400 Bermuda Hills Road
Columbia, South Carolina 29204
.............................. ...................................
Melanie S. Osborne 1457 Congress Road
Eastover, South Carolina 29044
.............................. ...................................
8. The general nature of the business for which the corporation is organized
is (it is not necessary to set forth in the purposes powers enumerated
Section (33-3-10 of 1976 Code).
To engage in the business of a finance company together with any and all
things necessary or incidental thereto, including to engage in the business
of buying, selling, owning, leasing, renting, investing in, brokering,
mortgaging, or exchanging real estate or personal property of every nature,
kind, and description, including notes, mortgages, choses in action, or
other evidence of indebtedness, for itself and/or other persons for fees,
together with all things necessary or incidental to the foregoing.
9. Provisions which the incorporators elect to include in the articles of
incorporation are as follows:
N/A
10. The name and address of each incorporator is:
Name Street & Box No. City County State
---- ---------------- ---- ------ -----
Ronald I. Long 107 Charter House Circle Columbia Lexington South Carolina
Date April 17, 1987 /s/ Ronald I. Long
------------------------------
(Signature of Incorporator)
Ronald I. Long
STATE OF SOUTH CAROLINA
OFFICE OF THE SECRETARY OF STATE
JOHN T. CAMPBELL
INSTRUCTIONS FOR PREPARING ARTICLES OF INCORPORATION
No. 1 Name -- must NOT be similar to existing corporation. The name must also
contain the word CORPORATION, INCORPORATION, LIMITED or the abbreviation
of one of these.
No. 2 Must have a complete street address (A POST OFFICE BOX IS NOT
ACCEPTABLE) and it may be the address of the corporation or one of its
officers. The agent may be an officer or employee of the corporation or
it may be an attorney.
No. 3 Self explanatory.
No. 4 Class of shares -- must be common and may include some preferred.
Authorized shares -- is the number of shares which the corporation may
issue.
Par Value -- will be the value of each share to be sold.
No. 5 Authorized capital -- is equal to number of shares times par value as
shown by No. 4.
No. 6 Self explanatory.
No. 7 Name and complete address (street or box number) for the initial board
of directors.
No. 8 Must briefly state the SPECIFIC purposes for which the corporation is
organized.
No. 9 Usually not used.
No. 10 Must have name and address (street or box number) of EACH incorporator
(may be one or more incorporators).
No. 10 -Page 2. Each incorporator must sign.
No. 10 -Page 3. Verification must be completed and signed by EACH incorporator.
No. 11 Certificate of attorney -- must be signed by an attorney LICENSED to
practice in the STATE OF SOUTH CAROLINA.
FEES -- Authorized capital NOT exceeding $100,000, fee is $45.
Authorized capital exceeding $100,000, fee is $45 PLUS $.40 for each
$1,000 exceeding $100,000. MAXIMUM FEE IS $1,005.
When no par stock is used, a $10 par is assumed for the basis of
computing the filing fee.
NOTES-- These articles are filed in duplicate and must be accompanied by the
first report of corporations and check of $10, MADE PAYABLE TO THE S.C.
TAX COMMISSION.
NAME AVAILABILITY SHOULD BE CLEARED IN WRITING. CLEARANCE BY TELEPHONE IS NOT
RECOMMENDED AS IT IS NOT OFFICIAL.
STATE OF SOUTH CAROLINA
COUNTY OF RICHLAND
The undersigned Ronald I. Long does hereby certify that he is the
incorporator of aforesaid Corporation and is authorized to execute this
verification; that the undersigned for himself does hereby further certify that
he has read the foregoing document, understands the meaning and purport of the
statements therein contained and the same are true to the best of his
information and belief.
(/s/ of Ronald I. Long)
(Signature of Incorporator)
Ronald I. Long
11. I. Joseph M. Arndt, III, an attorney licensed to practice in the State of
South Carolina, certify that the corporation, to whose articles of
incorporation this certificate is attached, has complied with the
requirements of chapter 7 of Title 33 of the South Carolina Code of 1976,
relating to the organization of corporations, and that in my opinion, the
corporation is organized for a lawful purpose.
Date April 17, 1987 /s/ Joseph M. Arndt
--------------------------------
Joseph M. Arndt, III
Address Post Office Box 73
Columbia, South Carolina 29202
SCHEDULE OF FEES
(Payable at time of filing Articles of With Secretary of State)
Fee for filing Articles $ 5.00
In addition to the above, $.40 for each $1,000.00 of the aggregate value of
shares which the Corporation is authorized
to issue, but in not case less than 40.00
nor more than 1,000.00
NOTE: THIS FORM MUST BE COMPLETED IN ITS ENTIRETY BEFORE IT WILL BE ACCEPTED FOR
FILING. THIS FORM MUST BE ACCOMPANIED BY THE FIRST REPORT OF CORPORATIONS
AND A CHECK IN THE AMOUNT OF $10 PAYABLE TO THE SOUTH CAROLINA TAX
COMMISSION.
Please see instructions on the reverse side.
--------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
DEC 19 1995
AM PM
--------------------------
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--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH
OF A SOUTH CAROLINA
OR FOREIGN CORPORATION
Pursuant to Section 33-5-102 and 33-15-108 of the 1976 South Carolina
Code, as amended, the undersigned corporation submits the following information.
1. The name of the corporation is The Loan Pro$.
2. The corporation is (complete either a or b, whichever is applicable):
a. a domestic corporation incorporated in South Carolina on 4-17-95; or
b. a foreign corporation incorporated in (State) on (Date), and
authorized to do business in South Carolina on (Date).
3. The street address of the current registered office in South Carolina is 208
Garvin Street in the city of Pickens, South Carolina 29671.
4. If the current registered office is to be changed, the street address
to which its registered office is to be changed is 6432 J. Two Notch
Rd. in the city of Columbia South Carolina 29223
5. The name of the present registered agent is David R. Vickers.
6. If the current registered agent is to be changed, the name of the
successor registered agent is Ronald I. Long.
*I hereby consent to the appointment as registered agent of the
corporation:
[/s/ of Ronald I. Long]
(signature of New Registered Agent)
7. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
8. Unless a delayed date is specified, this application will be effective upon
acceptance for filing by the Secretary of State (See Section 33-1-230(b)):
Pursuant to Section 33-9-102(5) and 33-19-108(5), the written consent of the
registered agent may be attached to this form.
9. Dated this 14th day of Dec 1995.
The Loan Pro$
(Name of Corporation)
By: /s/ of Ron Long, Jr.
Ron Long, Jr.
(Type or Print Name and Title)
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. Filing Fee (payable to the Secretary of State at the time of filing the
document) - $10.00
3. Pursuant to Section 33-5-102(b), the registered agent can file this form
when the only change is changing the street address of the registered
office. In this situation, the following statement should be typed on the
form above the registered agent's signature: "The corporation has been
notified of this change."
Form Approved by South Carolina
Secretary of State 1/89
--------------------------
(stamp)
[ILLEGIBLE]
SEP 22 1997
[ILLEGIBLE]
--------------------------
--------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
FEB 9 1995
AM PM
--------------------------
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--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH
OF A SOUTH CAROLINA
OR FOREIGN CORPORATION
Pursuant to Section ss.33-5-102 and 33-15-108 of the 1976 South Carolina
Code, as amended, the undersigned corporation submits the following information.
1. The name of the corporation is LOAN PRO$, INC.
2. The corporation is (complete either a or b, whichever is applicable):
a. a domestic corporation incorporated in South Carolina on 4/17/87; or
b. a foreign corporation incorporated in (State) on (Date), and authorized
to do business in South Carolina on 4/17/87.
3. The street address of the current registered office in South Carolina is 208
Garvin Street in the city of Pickens, South Carolina 29671.
4. If the current registered office is to be changed, the street address to
which its registered office is to be changed is (Street & Number) in the
city of South Carolina (Zip).
5. The name of the present registered agent is Keith B. Giddens.
6. If the current registered agent is to be changed, the name of the successor
registered agent is David R. Vickers.
*I hereby consent to the appointment as registered agent of the corporation:
/s/ David R. Vickers
(signature of New Registered Agent)
7. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
8. Unless a delayed date is specified, this application will be effective upon
acceptance for filing by the Secretary of State (See Section 33-1-230(b)):
Pursuant to Section ss.33-9-102(5) and 33-19-108(5), the written consent of the
registered agent may be attached to this form.
9. Dated this 8th day of Feb., 1995.
LOAN PRO$, INC.
(Name of Corporation)
By: /s/ J.P.C.
JPC/Chief Financial Officer
(Type or Print Name and Title)
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. Filing Fee (payable to the Secretary of State at the time of filing the
document) - $10.00
3. Pursuant to Section 33-5-102(b), the registered agent can file this form
when the only change is changing the street address of the registered
office. In this situation, the following statement should be typed on the
form above the registered agent's signature: "The corporation has been
notified of this change."
Form Approved by South Carolina
Secretary of State 1/89
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 53-10-106 of the 1976 South Carolina Code, as amended,
he undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is THE LOAN PRO$, INC.
2. On September 30, 1991, the corporation adopted the following Amendment(s)
of its Articles of Incorporation:
(Type or attach the complete text of each Amendment)
Add the following to Article 4:
THE LOAN PRO$, INC. is hereby authorized to issue up to 250,000 shares of
Preferred Stock with the following rights and preferences:
a) Voting. Such shares shall be non-voting;
b Dividends. Each shareholder shall be entitled to cumulative dividends
of $.10 per share, which dividends shall be paid prior to and in
preference over any distribution with respect to shares of common
stock;
c) Redemption. Such shares shall be redeemable at the option of the
Corporation, in whole or in part, for $1.00 per share plus any unpaid
and accrued dividends through the date of redemption; and
d) Liquidation Preference. Such shares shall receive, upon liquidation or
dissolution of the Corporation, $1.00 per share plus any accrued
unpaid dividends through the date of liquidation or dissolution prior
to and in preference over any distribution with respect to shares of
common stock.
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert "not
applicable" or "NA").
Not Applicable.
4. Complete either a or b, whichever is applicable.
a. [x] Amendments adopted by shareholder action. At the date of the
adoption of the amendment, the number of outstanding shares of each
voting group entitled to vote separately on the Amendment, and the
vote of such shares was:
Voting Number of Number of Number of Number of Undisputed
Group Outstanding Votes Votes shares voted for
Shares Entitled Represented For Against
to be cast at meeting
750 750 750 750
NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can alternatively
state the total number of undisputed shares cast for the amendment by each
voting group together with a statement that the number of votes cast for
the amendment by each voting group was sufficient for approval by that
voting group.
b. [ ] The Amendment(s) was duly adopted by the incorporators or board of
directors without shareholder approval pursuant to Sections 33-6-
102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code as
amended, and shareholder action was not required.
5. Unless a delayed date is specified, the effective date of these Articles of
Amendment shall be the date of acceptance for filing by the Secretary of State
(SEE Section 33-1-230(b))
Date: 9/30/91 THE LOAN PRO$, INC.
(Name of Corporation)
By: /s/Ronald I. Long
Ronald I. Long, President
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. If the space in this form is insufficient, please attach additional sheets
containing a reference to the appropriate paragraph in this form.
3. Filing fees and taxes payable to the Secretary of State at the time of filing
application.
Filing Fee $ 10.00
Filing tax 100.00
Total $110.00
Form Approved by South Carolina
Secretary of State 1/89
THE LOAN PRO$, INC.
ACTION BY UNANIMOUS CONSENT
The undersigned, constituting the holders of all of the issued and
outstanding shares of capital stock of THE LOAN PRO$, INC., hereby unanimously
consent to and direct the following corporate action:
AMENDMENT
1. The Articles of Incorporation shall be amended to authorize the issuance
of up to 250,000 shares of Preferred Stock with the following rights and
preferences:
a) Voting. Such shares shall be non-voting;
b Dividends. Each shareholder shall be entitled to cumulative
dividends of $.10 per share, which dividends shall be paid prior
to and in preference over any distribution with respect to shares
of common stock;
c) Redemption. Such shares shall be redeemable at the option of the
Corporation, in whole or in part, for $1.00 per share plus any
unpaid and accrued dividends through the date of redemption.
d) Liquidation Preference. Such shares shall receive, upon
liquidation or dissolution of the Corporation, $1.00 per share
plus any accrued unpaid dividends through the date of liquidation
or dissolution prior to and in preference over any distribution
with respect to shares of common stock.
2. The Corporation shall issue 100,000 shares of Preferred Stock to NR
Financial Corporation, for consideration of $1.00 per share ($100,000) payable
in cash or by conversion of existing indebtedness to that corporation of an
equivalent amount.
3. The Bylaws of the Corporation are amended to increase the number of
Directors to three (3). The directors of the Corporation, to serve until their
successors are duly elected are:
Keith B. Giddens
Ronald I. Long
J. Phil Cox
This action by Unanimous Consent shall be effective this 30 day of Sept.,
1991.
NR Financial Corporation
By: /s/Keith B. Giddens
Keith B. Giddens
By: /s/Ronald I. Long
Ronald I. Long
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH
OF A SOUTH CAROLINA
OR FOREIGN CORPORATION
Pursuant to Sections 33-5-102 and 33-15-108 of the 1976 South Carolina
Code, as amended, the undersigned corporation submits the following information.
1. The name of the corporation is The Loan Pro$, Inc.
2. The corporation is (complete either a or b, whichever is applicable):
a. a domestic corporation incorporated in South Carolina on 4/17/87; or b.
a foreign corporation incorporated in _______ on _______, and authorized to do
business in South Carolina on _________________.
3. The street address of the current registered office in South Carolina is 6432
J Two Notch Rd. in the city of Columbia, South Carolina 29223.
4. If the current registered office is to be changed, the street address to
which its registered office is to be changed is SAME AS ABOVE in the city of
_________ South Carolina.
5. The name of the present registered agent is Ron Long.
6. If the current registered agent is to be changed, the name of the successor
registered agent is N/A.
*I hereby consent to the appointment as registered agent of the corporation:
/s/Ron Long
(signature of New Registered Agent)
7. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
8. Unless a delayed date is specified, this application will be effective upon
acceptance for filing by the Secretary of State (See Section 33-1-230(b)):
upon receipt.
* Pursuant to Section 33-9-102(5) and 33-19-108(5), the written consent of the
registered agent may be attached to this form.
9. Dated this 15 day of July, 1991.
The Loan Pro$, Inc.
(Name of Corporation)
By: /s/Ron Long
Ron Long, Mgr.
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. Filing Fee (payable to the Secretary of State at the time of filing this
document) - $10.00
3. Pursuant to Section 33-5-102(b), the registered agent can file this form when
the only change is changing the street address of the registered office. In
this situation, the following statement should be typed on the form above the
registered agent's signature: "The corporation has been notified of this
change."
Form Approved by South Carolina
Secretary of State 1/89
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
To the Articles of Incorporation of
THE MONEY $TORE, INC.
(File this Form in Duplicate)
Pursuant to Authority of Section 33-15-10 the South Carolina Code of 1976
as amended, the undersigned Corporation adopts the following Articles of
Amendment to its Articles of Incorporation.
1. The name of the Corporation is THE MONEY $TORE, INC.
2. The Registered Office of the Corporation is 6432 Two Notch Rd. in the City of
Columbia, County of Richland and the State of South Carolina and the name of
the Registered Agent at such address is Ronald I. Long.
(Complete item 3 or 4 whichever is relevant)
3. a. The following Amendment of the Articles of Incorporation was adopted by
the shareholders of the Corporation on November 16, 1987.
(Text of Amendment)
Request to the State of South Carolina for approval to change our Corporate name
from THE MONEY $TORE, INC. to THE LOAN PRO$, INC.
b. At the date of adoption of the Amendment, the total number of all
outstanding shares of the Corporation was 500. The total of such shares
entitled to vote, and the vote of such shares was
Total number of Number of Shares Voted
Shares Entitled
to Vote For Against
500 500
c. At the date of adoption of the Amendment, the number of outstanding
shares of each class entitled to vote as a class on the Amendment, and
the vote of such shares was (if inapplicable, insert "none")
Class Number of Shares Number of
Entitled to vote shares voted
For Against
Common 500 500
4. a. Prior to the organizational meeting the Corporation and with the
consent of the subscribers, the following Amendment was adopted by the
Incorporator(s) on ___________
(Text of Amendment)
N/A
b. The number of withdrawals of subscribers, if such be the case is
________.
c. The number of Incorporators are ______ and the number voting for the
Amendment was _______ and the number voting against the Amendment
was ____________.
5. The manner, if not set forth in the Amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert
"no change")
No change
(stamp)
CERTIFIED TO BE A TRUE AND CORRECT COPY
AS TAKEN FROM AND COMPARED WITH THE
ORIGINAL ON FILE IN THIS OFFICE
SEP 22, 1997
/s/Jim Miles
------------------------------------
SECRETARY OF STATE OF SOUTH CAROLINA
--------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
JUN 02 1997
AM PM
--------------------------
7|8|9|10|11|12|1|2|3|4|5|6
--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH OF A SOUTH CAROLINA
OR FOREIGN CORPORATION
Pursuant to Sections 33-5-102 and 33-15-108 of the 1976 South Carolina
code, as amended, the undersigned corporation submits the following information.
1. The name of the corporation is The Loan Pros Inc.
2. The corporation is (complete either a or b, whichever is applicable):
a. [x] a domestic corporation incorporated in South Carolina on
2/9/95; or
b. [_]a foreign corporation incorporated in _____________ on
_______________, and (State)
(Date)
authorized to do business in South Carolina on ________________.
(Date)
3. The Street address of the current registered office in South Carolina is
208 Garvin Street in the city of Pickens, South Carolina 29671
4. If the current registered office is to be changed, the street address to
which its registered office is to be changed is 15 S. Main Street, Suite
750 in the city of Greenville , South Carolina 29601
5. The name of the present registered agent is David R. Vickers.
6. If the current agent is to be changed, the name of the successor registered
agent is Wade M. Hall.
* I hereby consent to the appointment as registered agent of the
corporation:
/s/Wade M. Hall
------------------------------------
(Signature of New Registered Agent)
7. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
8. Unless a delayed date is specified, this application will be effective upon
acceptance for filing by the Secretary of State.
* Pursuant to Sections 33-9-102(5) and 33-19-108(5), the written consent of
the registered agent may be attached to this form.
9. Dated this 27th day of May, 1997.
Date: 5/27/97 The Loan Pros Inc.
(Name of Corporation)
By:/s/Keith B. Giddens
----------------------
Keith B. Giddens
Chief Executive Officer
(Type or Print Name and Title)
--------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
DATE: JUN 29 1995
CERTIFIED TO BE A TRUE AND CORRECT COPY FILED
AS TAKEN FROM AND COMPARED WITH THE JUN 29 1995
ORIGINAL ON FILE IN THIS OFFICE
/s/Jim Miles AM PM
- ---------------------------------------- --------------------------
SECRETARY OF STATE OF SOUTH CAROLINA 7|8|9|10|11|12|1|2|3|4|5|6
--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
FOR
EMERGENT RESIDENTIAL MORTGAGE, INC.
1. The name of the proposed corporation is Emergent Residential Mortgage, Inc.
2. The initial registered office of the corporation is 15 S. Main Street,
Suite 750 Greenville, SC 29601 (Greenville County) and the initial
registered agent at such address is Keith B. Giddens.
3. The corporation is authorized to issue a single class of shares, and the
total number of shares authorized is 100,000.
4. The existence of the corporation shall begin when these articles are filed
with the Secretary of State. [unless a delayed date is indicated (See
ss.33-1-230(b)): ].
5. The optional provisions which the corporation elects to include in the
articles of incorporation are as follows: (See ss.33-2-102 and the
applicable comments thereto; and 35-2-105 and 35-2-221 of the 1976 South
Carolina Code).
6. The name and address of each incorporator is as follows:
Name Address Signature
---- ------- ---------
Keith B. Giddens 15 S. Main Street., Suite 750 /s/Keith B. Giddens
-------------------
Dennis Canupp 15 S. Main Street., Suite 750 /s/Dennis Canupp
-------------------
J.Phil Cox 15 S. Main Street., Suite 750 /s/J.Phil Cox
-------------------
Kevin Mast 15 S. Main Street., Suite 750 /s/Kevin Mast
-------------------
7. I, Cary H. Hall, Jr., an attorney licensed to practice in the State of
South Carolina, certify that the corporation, to whose articles of
incorporation this certificate is attached, has complied with the
requirements of Section 33-2-102 of the 1976 Code of Laws of South
Carolina, as amended.
June 27, 1995
/s/ Cary H. Hall, Jr.
--------------------------------------
Cary H. Hall, Jr.
Wyche, Burgess, Freeman & Parham, P.A.
P.O. Box 728
Greenville, SC 29602
(803) 242-8200
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. If the space in this form is insufficient, please attach additional sheets
containing a reference to the appropriate paragraph in this form.
3. Schedule of Fees - payable at the time of filing this document:
Fee for filing Application - payable to Secretary of State $ 10.00
Filing Tax - payable to Secretary of State $100.00
Minimum License Fee - payable to SC Tax Commission $ 25.00
4. THIS FORM MUST BE ACCOMPANIED BY THE FIRST REPORT OF CORPORATIONS (See
ss.12-19-20), AND A CHECK IN THE AMOUNT OF $25.00 PAYABLE TO THE SOUTH
CAROLINA TAX COMMISSION.
Form Approved by South Carolina
Secretary of State 1/89
--------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
SEP 29 1995
AM PM
--------------------------
7|8|9|10|11|12|1|2|3|4|5|6
--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is Emergent Residential Mortgage, Inc.
2. On ______________________, the corporation adopted the following Amendment
of its Articles of Incorporation:
Article Number 1 of the Articles of Incorporation shall be deleted in
its entirety and replaced with the following:
The name of the corporation is Emergent Mortgage Corp.
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: NA.
4. Complete either a or b, whichever is applicable.
a. [_] Amendment(s) adopted by shareholder action. At the date of
adoption of the amendment, the number of outstanding shares of
each voting group entitled to vote separately on the Amendment,
and the vote of such shares was:
Number of Number of Number of Votes Number of Undisputed*
Voting Outstanding Votes Entitled Represented at Shares Voted
Group Shares to be Cast the Meeting For Against
- ------- ----------- -------------- --------------- ---------------------
1,000 1,000 1,000 1,000
*NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can alternatively
state the total number of undisputed shares cast for the amendment by
each voting group together with a statement that the number of votes
cast for the amendment by each voting group was sufficient for
approval by that voting group.
b. [_] The Amendment(s) was duly adopted by the incorporators or board
of directors without shareholder approval pursuant to
ss.33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South
Carolina Code as amended, and shareholder action was not
required.
---------------------------------------
(stamp)
CERTIFIED TO BE A TRUE AND CORRECT COPY
AS TAKEN FROM AND COMPARED WITH THE
ORIGINAL ON FILE IN THIS OFFICE
SEP 29, 1995
/s/Jim Miles
------------------------------------
SECRETARY OF STATE OF SOUTH CAROLINA
5. Unless a delayed date is specified, the effective date of these Articles of
Amendment shall be the date of acceptance for filing by the Secretary of
State.
Date: September 9, 1995 Emergent Residential Mortgage, Inc.
(Name of corporation)
By: /s/ J.P. Cox
-------------------------------
Chief Financial Officer
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. If the space in this form is insufficient, please attach additional sheets
containing a reference to the appropriate paragraph in this form.
3. Filing fees and taxes payable to the Secretary of State at the time of
filing application.
Filing Fee $ 10.00
Filing tax 100.00
Total $110.00
Form approved by South Carolina
Secretary of State 1/89
--------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
DATE: JUN 02 1997 FILED
CERTIFIED TO BE A TRUE AND CORRECT COPY JUN 02 1997
AS TAKEN FROM AND COMPARED WITH THE AM PM
ORIGINAL ON FILE IN THIS OFFICE --------------------------
/s/Jim Miles 7|8|9|10|11|12|1|2|3|4|5|6
- ---------------------------------------- --------------------------
SECRETARY OF STATE OF SOUTH CAROLINA
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH OF A SOUTH CAROLINA
OR FOREIGN CORPORATION
Pursuant to Sections 33-5-102 and 33-15-108 of the 1976 South Carolina
Code, as amended, the undersigned corporation submits the following information:
1. The name of the corporation is Emergent Mortgage Corp.
2. The corporation is (complete either a or b, whichever is applicable):
a. [X] a domestic corporation incorporated in South Carolina on 6/29/95;
or
b. [_] a foreign corporation incorporated in _____________ on
_______________, and (State)
(Date)
authorized to do business in South Carolina on _____________.
(Date)
3. The street address of the current registered office in South Carolina is
15 S. Main Street, Suite 750 in the city of Greenville, 29601
4. If the current registered office is to be changed, the street address to
which its registered office is to be
changed is _________________________ in the city
(Street & Number)
of Greenville, South Carolina 29601
(Zip Code)
5. The name of the present registered agent is Keith B. Giddens.
6. If the current agent is to be changed, the name of the successor registered
agent is Wade M. Hall.
*I hereby consent to the appointment as registered agent of the
corporation:
/s/Wade M. Hall
------------------------------------
(Signature of New Registered Agent)
7. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
8. Unless a delayed date is specified, this application will be effective upon
acceptance for filing by the Secretary of State.
* Pursuant to Sections 33-9-102(5) and 33-19-108(5), the written consent of
the registered agent may be attached to this form.
9. Dated this 27th day of May, 1997.
Date: 5/27/97 Emergent Mortgage Corp.
(Name of Corporation)
By:/s/Keith B. Giddens
-----------------------------
Keith B. Giddens
Chief Executive Officer
(Type or Print Name and Title)
-----------------------------------------------------
STAMP
STATE OF LOUISIANA
Office of the Secretary of State
I hereby certify that this is a true and correct copy
as taken from the orignal on file in this office
/s/Fox McKelthan
Fox McKelthan
Secretary of State
Dated: 7/8/96
-----------------------------------------------------
ARTICLES OF INCORPORATION OF
STERLING LENDING INSURANCE AGENCY, INC.
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BE IT KNOWN, on this 5th day of July, 1996, personally came and appeared
before me, the undersigned Notary Public, the subscriber hereto, of the full age
of majority, who declared to me, in the presence of the undersigned competent
witnesses, that, availing himself of the provisions of the Louisiana Business
Corporation Law (Title 12, Chapter 1, Louisiana Revised Statutes of 1950 as may
be codified and amended), he does hereby organize himself, his successors and
assigns, into a Corporation in pursuance of that law, under and in accordance
with the following articles of incorporation:
ARTICLE I.
NAME
The name of the Corporation is STERLING LENDING INSURANCE AGENCY, INC.
ARTICLE II.
OBJECT AND PURPOSE
The object and purpose for which this Corporation is organized is to
engage, either for its own account or the account of others, as either agent or
principal, in any lawful activity for which Corporations may be formed under the
provisions of the Louisiana Business Corporation Law (Title 12, Chapter 1,
Louisiana Revised Statutes of 1950 as may be codified and amended); and to the
extent not prohibited thereby to enter upon and to engage in any kind of
business of any nature whatsoever in any other state of the United States of
America, any foreign nation, and any territory of any country to the extent
permitted by the laws of such other state, nation or territory. It shall have
all such power as is not repugnant to law.
ARTICLE III.
AUTHORIZED CAPITAL
A. The total authorized capital stock of this Corporation is 10,000 shares,
to be issued with No Par Value.
B. The stock of this Corporation is common stock and consists of only one
class.
C. Without the necessity of action by the shareholder, shares of stock may
be issued by the Corporation from time to time by the Board of Directors. Any
and all shares so issued, if the consideration fixed for such shares is paid,
shall be deemed fully paid stock, and not liable to any further call or
assessment, and the holder of such shares shall not be liable for any further
payment thereon. All or any part of the authorized capital stock may be issued
or sold from time to time for not less than the par value, in the case of par
value stock, or for not less than the consideration fixed by the Board of
Directors, in the case of no par value stock. Stock may be given in exchange for
cash, services rendered to the Corporation, or in exchange for property
transferred to the Corporation. The capital stock of this Corporation shall be
fully paid and nonassessable and when issued shall be represented by
certificates signed by the president or by a vice president together with the
signature of a secretary or a secretary-treasurer.
D. Each holder of any of the shares of the capital stock of the Corporation
shall be entitled to a preemptive right to purchase or to subscribe, in
proportion to the number of shares he holds with respect to the number of shares
outstanding, any or all of the following: (a) any newly authorized shares issued
by reason of an increase in the authorized capital stock of the Corporation,
whether the stock shall be issued for cash, property, or in exchange of any
other lawful consideration; (b) treasury stock which has been issued and then
reacquired by the Corporation; (c) stock authorized by the Corporation but as
yet unissued; and (d) stock offered for sale to satisfy any option or conversion
rights.
ARTICLE IV.
DIRECTORS
A. The Board of Directors shall be charged with the management of all of
the affairs of the Corporation and shall have authority to exercise, in addition
to the powers and authority expressly conferred upon it, all such powers of the
Corporation and all such other lawful acts and things which the Corporation or
its shareholders might do, unless such acts or things are prohibited or directed
or required to be exercised or done by the stockholders or officers of the
Corporation, by applicable statute, or by the articles of incorporation, or by
the bylaws, or by shareholders' agreement.
B. Any director absent from a meeting of the board or any committee
thereof, may be represented by any person who holds said absent director's proxy
and said person may cast the absent director's vote.
ARTICLE V.
INCORPORATOR
The name and address of the incorporator is as follows:
Patric J. Darvie
217 Charles Court
Slidell, LA 70458
ARTICLE VI.
CAPITAL SURPLUS AND DIVIDENDS
The Board of Directors shall have such power and authority with respect to
capital, surplus and dividends, including allocation, increases, reduction,
utilization, distribution and payment as is permitted and provided in Sections
61, 62, and 63 of the Louisiana Business Corporation Law or other applicable
law.
ARTICLE VII.
PURCHASE AND REDEMPTION OF SHARES
The Corporation may purchase or redeem its own shares of stock in the
manner and on the conditions permitted and provided in Section 55 of the
Business Corporation Law or other applicable law, and as may, be authorized by
the Board of Directors; and shares so purchased may be reissued and disposed of
as authorized by law, or may be canceled and the capital stock reduced, as the
Board of Directors may, from time to time, determine, in accordance with law.
ARTICLE VIII.
REVERSION OF UNCLAIMED DIVIDENDS,
RECLASSIFIED STOCK OR REDEMPTION PRICE
Cash, property or share dividends, shares issuable to shareholders in
connection with a reclassification of stock, and the redemption price of
redeemed shares, which are not claimed by the shareholders entitled thereto
within ninety (90) days after the dividend or redemption price became payable or
the shares became issuable, despite reasonable efforts by the Corporation to pay
the dividend or redemption price or to deliver the certificates for the shares
to such shareholders within such time, shall: at the expiration of such time,
revert to full ownership to the Corporation, and the Corporation's obligation to
pay such dividend or redemption price or issue such shares, as the case may be,
shall thereupon cease; provided that the Board of Directors may, at any time,
for any reason satisfactory to it, but need not, authorize (a) payment of the
amount of any cash or property dividend or redemption price or (b) issuance of
any shares, ownership of which has reverted to the Corporation, to the entity
who or which would be entitled thereto had such reversion not occurred.
ARTICLE IX.
CONVERTIBLE SECURITIES AND STOCK PURCHASE RIGHTS
The Corporation may issue convertible securities and rights to convert
shares and obligations of the Corporation into shares of any authorized class of
stock, and the right or option to purchase shares of any authorized class of
stock, in the manner or on the conditions permitted and provided in Section 56
of the Business Corporation Law or other applicable law, and as may be
authorized by the Board of Directors.
ARTICLE X.
AMENDMENTS TO ARTICLES OF INCORPORATION
Any amendment for which a larger vote is not specifically made mandatory by
the Louisiana Business Corporation Law may be made by a majority of the voting
power present of the shareholders entitled to vote under these articles,
including an increase or reduction of capital stock. In addition, if an
amendment adversely affects the rights of any class or classes of shareholders,
a majority of the voting power present of that class or classes shall be
required, whether or not that class is entitled to vote.
ARTICLE XI.
VOTING OF SHAREHOLDERS AND BONDHOLDERS
Any corporate action requiring the vote of shareholders, or of bondholders
if bonds are issued having any voting rights, including specifically, but not by
way of limitation, adoption and approval of amendments to the articles, approval
of merger and consolidation agreements, authorization of voluntary disposition
of all or substantially all of the corporate assets, and removal of a member of
the Board of Directors, may be authorized by consent in writing signed by the
shareholders having that proportion of the total voting power which would be
required to authorize and constitute such action at a meeting of such
shareholders or bondholders.
ARTICLE XII.
SALE AND OTHER TRANSFERS OF STOCK
A. No stock in this Corporation shall be transferred unless the stock
shall have been first offered for sale to the Corporation, and, if the
Corporation shall fail or refuse to accept the offer, to each of the other
stockholders of this Corporation. The offeree shall have an option to purchase
the stock to be transferred at the same price and on the same terms and
conditions as the offeror shall have been offered by a third person at arm's
length, acting in good faith. If the price, or any part of the price, offered by
a third person at arm's length for the purchase of the stock is not in the form
of cash, then the Corporation, and if the Corporation shall fail or refuse to
accept the offer, the other
stockholders of this Corporation, shall have the right to purchase the stock for
the book value of the stock. The book value of the stock shall be determined in
good faith by the Corporation and shall be determined in the sole discretion of
the Corporation; provided that the book value of the stock shall be determined
as of the end of the most recently ended fiscal year. The determination of book
value made in accordance with this Article shall be final and binding on the
Corporation and the shareholders of this Corporation.
The offer shall be in writing and shall set forth the price and terms on
which the stock is offered. It shall be sent by registered or certified mail to
the President and Secretary of the Corporation and to each stockholder at the
business address listed on the Corporation books. The right to transfer stock
shall not exist until the Corporation and all existing stockholders either
refuse in writing the offer so made, or waive the requirement of an offer in
writing, or until they fail for a period of thirty (30) days after mailing of
the written offer to accept it by compliance with the terms therein set forth.
Regulations as to the formalities and procedures to be followed in effecting the
transfer may be prescribed in the bylaws of the Corporation.
B. Should the Corporation be unable or unwilling for any reason to exercise
its option as granted above, the option may be exercised by such stockholders as
desire to exercise it, in the proportions in which these stockholders hold stock
in the Corporation.
C. The provisions of this article shall not apply to a transfer on death or
a gift of the stock of a stockholder to his spouse or lineal descendants. With
these exceptions, however, no sale, mortgage, pledge, conveyance, transfer,
seizure, donation, sale under legal process or attachment, or by virtue of any
pledge or hypothecation, and no other disposal of stock of any nature whatsoever
shall have any effect as relates to the Corporation or its stockholders, nor
shall it be valid in any fashion, until the option period provided above shall
have expired.
ARTICLE XIII.
LIMITATION OF LIABILITY
The incorporators, officers, and directors of this Corporation claim the
benefits of limitation of liability provided in the Louisiana Business
Corporation Law, including, but not limited to, the limitation of liability
provided in La. R.S. 12:24(c) to the fullest extent allowed by law as fully and
completely as though the provisions were set forth in these Articles.
ARTICLE XIV.
CUMULATIVE VOTING FOR DIRECTORS
The number of directors of this Corporation shall be three (3), who shall
be elected annually. At all elections of directors, whether at annual meetings
or special meetings of the shareholders, each shareholder shall be entitled to
as many votes as shall equal the number
of his or her shares of stock multiplied by the number of directors to be
elected; and he or she shall cast all of such votes for one, two, or more
directors nominated by him or her, which right shall be termed cumulative
voting; provided that any vacancy occurring in the Board of Directors, caused by
death, resignation, or other act of a director, shall be filled by the vote of
the holders of the shares held by the stockholders of this Corporation who
nominated him or her, at a special meeting called for that purpose, and such
successor-director shall hold office for the balance of the annual term of his
or her predecessor.
THUS DONE AND SIGNED at my office in the parish and state aforesaid, on the
day, month and year set forth above, in the presence of the undersigned
competent witnesses and me, Notary, after due reading of the whole.
WITNESSES: INCORPORATOR:
/s/Tim Clark /s/Patric J. Darvie
- ------------------------ ------------------------------
Patric J. Darvie, Incorporator
/s/Tuesday S. Mills
- ------------------------
/s/W. David Mancuso
-------------------------------
W. David Mancuso, Notary Public
INITIAL REPORT
OF
STERLING LENDING INSURANCE AGENCY, INC.
Secretary of State
State of Louisiana
Baton Rouge, Louisiana
Complying with Louisiana Revised Statutes 12:101, this Corporation hereby
makes its initial corporate report as follows:
1. Registered Office 217 Charles Court
Slidell, LA 70458
2. Name and Address of
Registered Agent: Patric J. Darvie
217 Charles Court
Slidell, LA 70458
3. Names and Addresses
of first Directors: Patric J. Darvie
217 Charles Court
Slidell, LA 70458
W. Roger Clark, Sr.
424 Woodleigh Drive
Baton Rouge, LA 70810
Slater W. Swartwood
13 Ridgemere Trace
Atlanta GA 30328
Dated at Baton Rouge, Louisiana, on the 5th day of July, 1996.
INCORPORATOR:
/s/Patric J. Darvie
------------------------
Patric J. Darvie
AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED REGISTERED AGENT
ACT 769 OF 1987
To the State Corporation Department
State of Louisiana
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
On this 5th day of July, 1996, before me, a Notary Public in and for the
State and Parish aforesaid, personally came and appeared PATRIC J. DARVIE, who
is to me known to be the person, and who, being duly sworn, acknowledged to me
that he does hereby accept appointment as the Registered Agent of STERLING
LENDING INSURANCE AGENCY, INC., which is a Corporation authorized to transact
business in the State of Louisiana pursuant to the provisions of the title 12,
Chapter 1, 2 and 3.
/s/Patric J. Darvie
----------------------------------
Patric J. Darvie, Registered Agent
Subscribed and sworn to before
me on the day, month, and year
first above set forth.
/s/W. David Mancuso
- --------------------------------
W. David Mancuso, Notary Public
--------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
MAY 30 1995
AM PM
7|8|9|10|11|12|1|2|3|4|5|6
--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
FOR
EMERGENT COMMERCIAL MORTGAGE, INC.
1. The name of the proposed corporation is Emergent Commercial Mortgage, Inc.
2. The initial registered office of the corporation is 15 S. Main Street,
Suite 750 Greenville, SC 29601 (Greenville County) and the initial
registered agent at such address is Keith B. Giddens.
3. The corporation is authorized to issue a single class of shares, and the
total number of shares authorized is 100,000.
4. The existence of the corporation shall begin when these articles are filed
with the Secretary of State. [unless a delayed date is indicated (See
Section 33-1-230(b)): ].
5. The optional provisions which the corporation elects to include in the
articles of incorporation are as follows: (See Section 33-2-102 and the
applicable comments thereto; and 35-2-105 and 35-2-221 of the 1976 South
Carolina Code).
6. The name and address of each incorporator is as follows:
Name Address Signature
---- ------- ---------
Keith B. Giddens 15 S. Main St., Suite 750 /s/ Keith B. Giddens
------------------------
John A. Bickley 15 S. Main St., Suite 750 /s/ John A. Bickley
------------------------
Kevin J. Mast 15 S. Main St., Suite 750 /s/ Kevin J. Mast
------------------------
7. I, Cary H. Hall, Jr., an attorney licensed to practice in the State of
South Carolina, certify that the corporation, to whose articles of
incorporation this certificate is attached, has complied with the
requirements of Section 33-2-102 of the 1976 Code of Laws of South
Carolina, as amended.
May 25, 1995 /s/Cary H. Hall, Jr.
--------------------------------------
Wyche, Burgess, Freeman & Parham, P.A.
P.O. Box 728
Greenville, SC 29602
(803) 242-3131
DATE: MAY 30 1995
CERTIFIED TO BE A TRUE AND CORRECT COPY
AS TAKEN FROM AND COMPARED WITH THE
ORIGINAL ON FILE IN THIS OFFICE
/s/ Jim Miles
- ----------------------
SECRETARY OF STATE OF SOUTH CAROLINA
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. If the space in this form is insufficient, please attach additional sheets
containing a reference to the appropriate paragraph in this form.
3. Schedule of Fees - payable at the time of filing this document:
Fee for filing Application - payable to Secretary of State $ 10.00
Filing Tax - payable to Secretary of State $100.00
Minimum License Fee - payable to SC Tax Commission $ 25.00
4. THIS FORM MUST BE ACCOMPANIED BY THE FIRST REPORT OF CORPORATIONS (See
Section 12-19-20), AND A CHECK IN THE AMOUNT OF $25.00 PAYABLE TO THE SOUTH
CAROLINA TAX COMMISSION.
Form Approved by South Carolina
Secretary of State 1/89
- --------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
APR 09 1995
AM PM
7|8|9|10|11|12|1|2|3|4|5|6
- --------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
APPLICATION FOR REINSTATEMENT
OF A CORPORATION DISSOLVED
BY ADMINISTRATIVE ACTION
Pursuant to Section 33-14-220 of the 1976 South Carolina Code, as amended,
the undersigned hereby applies to the Secretary of State for reinstatement of a
corporation dissolved by administrative action and for that purpose, submits the
following information:
1. The name of the corporation is: EMERGENT COMMERCIAL MORTGAGE, INC.
2. Complete either a or b, whichever is applicable:
a. [_] Grounds for administrative dissolution did not exist,
b. (X) The grounds for administrative dissolution, which were:
FAILURE TO FILE A 1995 INCOME TAX RETURN AND ANNUAL REPORT
have now been eliminated.
3. The corporation's name satisfies the requirements of Section 33-4-101.
DATE: APRIL 3, 1997 EMERGENT COMMERCIAL MORTGAGE, INC.
(Name of Corporation)
By:/s/Keith Giddens)
---------------------
(Signature)
Keith Giddens, CEO
(Type or Print Name and Office
---------------------------------------
(stamp)
CERTIFIED TO BE A TRUE AND CORRECT COPY
AS TAKEN FROM AND COMPARED WITH THE
ORIGINAL ON FILE IN THIS OFFICE
APR 09, 1997
/s/Jim Miles
------------------------------------
SECRETARY OF STATE OF SOUTH CAROLINA
---------------------------------------
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. Filing Fee (Payable to the Secretary of state at the time of filing this
application) - $25.00.
3. THIS APPLICATION MUST BE FILED WITHIN TWO YEARS AFTER THE EFFECTIVE DATE OF
THE CORPORATION'S DISSOLUTION BY ADMINISTRATIVE ACTION AND MUST BE
ACCOMPANIED BY A CERTIFICATE FROM THE SOUTH CAROLINA TAX COMMISSION
RECITING THAT ALL STATE TAXES OWED BY THE CORPORATION HAVE BEEN PAID.
MAIL TO:
Secretary of State
Capital Complex
1205 Pendleton St Ste 525 Form Approved by South Carolina
Columbia, SC 29201 Secretary of State 1/89
- --------------------------------------- --------------------------
(stamp) (stamp)
CERTIFIED TO BE A TRUE AND CORRECT COPY Jim Miles
AS TAKEN FROM AND COMPARED WITH THE SECRETARY OF STATE
ORIGINAL ON FILE IN THIS OFFICE FILED
JUN 02 1997
JUN 02 1997
/s/Jim Miles AM PM
------------------------------------ 7|8|9|10|11|12|1|2|3|4|5|6
SECRETARY OF STATE OF SOUTH CAROLINA --------------------------
- ---------------------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH OF A SOUTH CAROLINA
OR FOREIGN CORPORATION
Pursuant to Section 33-5-102 and 33-15-108 of the 1976 South Carolina Code,
as amended, the undersigned corporation submits the following information.
1. The name of the corporation is Emergent Commercial Mortgage, Inc.
2. The corporation is (complete either a or b, whichever is applicable):
a. [X] a domestic corporation incorporated in South Carolina on May 30,
1995; or
b. [_] a foreign corporation incorporated in (State) on (Date), and
authorized to do business in South Carolina on (Date).
3. The street address of the current registered office in South Carolina is 15
S. Main Street, Suite 750 in the city of Greenville, South Carolina 29601.
4. If the current registered office is to be changed, the street address to
which its registered office is to be changed is (Street and Number) in the
city of _____________________, South Carolina (Zip Code).
5. The name of the present registered agent is Keith B. Giddens.
6. If the current agent is to be changed, the name of the successor registered
agent is Wade M. Hall.
* I hereby consent to the appointment as registered agent of the
corporation:
/s/Wade M. Hall
---------------
(signature of New Registered Agent)
7. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
8. Unless a delayed date is specified, this application will be effective upon
acceptance for filing by the Secretary of State.
* Pursuant to Sections 33-5-102(5) and 33-15-108(5), the written consent of
the registered agent may be attached to this form.
9. Dated this 27th day of May, 1997.
Date: 5/27/97 Emergent Business Capital Inc.
(Name of Corporation)
By:/s/Keith B. Giddens
Keith B. Giddens
Chief Executive Officer
(Type or Print Name and Title)
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. Filing Fee (payable to the Secretary of State at the time of filing the
document) - $10.00
3. Pursuant to Section 33-5-102(b), the registered agent can file this form
when the only change is changing the street address of the registered
office. In this situation, the following statement should be typed on the
form above the registered agent's signature: "The corporation has been
notified of this change."
Form Approved by South Carolina
Secretary of State 1/90
--------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
DEC 17, 1991
AM PM
7|8|9|10|11|12|1|2|3|4|5|6
--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
FOR
Carolina Business Capital, Inc.
1. The name of the proposed corporation is Carolina Business Capital, Inc.
2. The initial registered office of the corporation is 208 Garvin St.,
Pickens, Pickens County and the initial registered agent at such address is
Keith B. Giddens.
3. The corporation is authorized to issue a single class of shares, and the
total number of shares authorized is 100,000.
4. The existence of the corporation shall begin when these articles are filed
with the Secretary of State.
5. The name and address of each incorporator is as follows:
Name Address Signature
---- ------- ---------
Judith L. Syck 44 E. Camperdown Way /s/Judith L. Syck
Post Office Box 728 ------------------
Greenville, SC 29602
6. I, Cary H. Hall, Jr., an attorney licensed to practice in the State of
South Carolina, certify that the corporation, to whose articles of
incorporation this certificate is attached, has complied with the
requirements of Chapter 2, Title 33 of the 1976 South Carolina Code
relating to the articles of incorporation.
December 16, 1991 /s/Cary H. Hall, Jr.
Wyche, Burgess, Freeman & Parham, P.A.
P.O. Box 728
Greenville, SC 29602
(803) 242-3131
---------------------------------------
(stamp)
DATE: DEC 17 1991
CERTIFIED TO BE A TRUE AND CORRECT COPY
AS TAKEN FROM AND COMPARED WITH THE
ORIGINAL ON FILE IN THIS OFFICE
/s/ Jim Miles
----------------
SECRETARY OF STATE OF SOUTH CAROLINA
---------------------------------------
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. If the space in this form is insufficient, please attach additional sheets
containing a reference to the appropriate paragraph in this form.
3. Schedule of Fees - payable at the time of filing this document:
Fee for filing Application - payable to Secretary of State $ 10.00
Filing Tax - payable to Secretary of State $100.00
Minimum License Fee - payable to SC Tax Commission $ 25.00
4. THIS FORM MUST BE ACCOMPANIED BY THE FIRST REPORT OF CORPORATIONS (See
Section 12-19-20), AND A CHECK IN THE AMOUNT OF $25.00 PAYABLE TO THE SOUTH
CAROLINA TAX COMMISSION.
Form Approved by
South Carolina
Secretary of State
1/89
- --------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
DEC 17, 1991
AM PM
7|8|9|10|11|12|1|2|3|4|5|6
- --------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
(stamp)
92-003834/92-003834
04:24:20 004
03-13-92 PMT: $110.00
Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is: Carolina Business Capital
2. On March 11, 1992, the corporation adopted the following Amendment(s) of
its Articles of Incorporation: (Type or attach the complete text of Each
Amendment)
Amend Article 1: The name of the corporation is
Emergent Business Capital, Inc.
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert "not
applicable" or "NA").
N/A
4. Complete either a or b, whichever is applicable:
a. (X) Amendment(s) adopted by shareholder action.
At the date of adoption of the amendment, the number of
outstanding shares of each voting group entitled to vote
separately on the Amendment, and the vote of such shares was:
Number of Number of Votes Number of Undisputed*
Voting Number of Votes Entitled Represented at Shares Voted
Group Outstanding Shares to be Cast the Meeting For Against
- ----- ------------------ ---------- ----------- ----------------
10,000 10,000 10,000 10,000
*NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can alternatively
state the total number of undisputed shares cast for the amendment by
each voting group together with a statement that the number of votes
cast for the amendment by each voting group was sufficient for
approval by that voting group.
b. [_] The Amendment(s) was duly adopted by the incorporators or board
of directors without shareholder approval pursuant to Section
33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina
Code as amended, and shareholder action was not required.
5. The effective date of these Articles of Amendment shall be the date of
acceptance for filing by the Secretary of State.
Date: March 11, 1992
- ---------------------------------------
(stamp) Carolina Business Capital, Inc.
DATE: MAR 16 1992 (Name of Corporation)
CERTIFIED TO BE A TRUE AND CORRECT COPY By: /s/Keith Giddens
AS TAKEN FROM AND COMPARED WITH THE -------------------------
ORIGINAL ON FILE IN THIS OFFICE Keith B. Giddens,
/s/Jim Miles Chief Executive Officer
- ---------------------------------------
SECRETARY OF STATE OF SOUTH CAROLINA
- --------------------------------------- --------------------------
(stamp) (stamp)
CERTIFIED TO BE A TRUE AND CORRECT COPY Jim Miles
AS TAKEN FROM AND COMPARED WITH THE SECRETARY OF STATE
ORIGINAL ON FILE IN THIS OFFICE FILED
/s/Jim Miles JAN 26 1995
------------------------------------ AM PM
SECRETARY OF STATE OF SOUTH CAROLINA 7|8|9|10|11|12|1|2|3|4|5|6
- --------------------------------------- --------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH OF A SOUTH CAROLINA
OR FOREIGN CORPORATION
Pursuant to Sections 33-5-102 and 33-15-108 of the 1976 South Carolina
Code, as amended, the undersigned corporation submits the following information.
1. The name of the corporation is Emergent Business Capital, Inc.
2. The corporation is (complete either a or b, whichever is applicable):
a. [X] a domestic corporation incorporated in South Carolina on
December 17, 1991; or
b. [_] a foreign corporation incorporated in (State) on (Date), and
authorized to do business in South Carolina on (Date).
3. The street address of the current registered office in South Carolina is 15
South Main Street, Suite 750 in the city of Greenville, South Carolina
29601.
4. If the current registered office is to be changed, the street address to
which its registered office is to be changed is 15 S. Main Street, Suite
750 in the city of Greenville, South Carolina 29601.
5. The name of the present registered agent is Keith Giddens.
6. If the current agent is to be changed, the name of the successor registered
agent is Kevin Mast.
* I hereby consent to the appointment as registered agent of the
corporation:
/s/Kevin Mast
-------------
(signature of New Registered Agent)
7. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
8. Unless a delayed date is specified, this application will be effective upon
acceptance for filing by the Secretary of State (See Section 33-1-230(b)):
_______________________
* Pursuant to Sections 33-5-102(5) and 33-15-108(5), the written consent of
the registered agent may be attached to this form.
9. Dated this 24th day of January, 1995.
Date: 1/24/95 Emergent Business Capital, Inc.
(Name of Corporation)
By:/s/Keith B. Giddens)
------------------------
KEITH B. GIDDENS
(Type or Print Name and Title)
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. Filing Fee (payable to the Secretary of State at the time of filing the
document) - $10.00
3. Pursuant to Section 33-5-102(b), the registered agent can file this form
when the only change is changing the street address of the registered
office. In this situation, the following statement should be typed on the
form above the registered agent's signature: "The corporation has been
notified of this change."
Form Approved by South Carolina
Secretary of State 1/90
- --------------------------------------- -------------------------
CERTIFIED TO BE A TRUE AND CORRECT COPY (stamp)
AS TAKEN FROM AND COMPARED WITH THE Jim Miles
ORIGINAL ON FILE IN THIS OFFICE SECRETARY OF STATE
JUN 02 1997 FILED
JUN 2 1997
/s/ Jim Miles AM PM
---------------- 7|8|9|10|11|12|1|2|3|4|6|
SECRETARY OF STATE OF SOUTH CAROLINA -------------------------
- ---------------------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH OF A SOUTH CAROLINA
OR FOREIGN CORPORATION
Pursuant to Sections 33-5-102 and 33-15-108 of the 1976 South Carolina
Code, as amended, the undersigned corporation submits the following information.
1. The name of the corporation is Emergent Business Capital, Inc.
2. The corporation is (complete either a or b, whichever is applicable):
a. [X] a domestic corporation incorporated in South Carolina on
December 17, 1991; or
b. [_] a foreign corporation incorporated in (State) on (Date), and
authorized to do business in South Carolina on (Date).
3. The street address of the current registered office in South Carolina is 15
S. Main Street, Suite 750 in the city of Greenville, South Carolina 29601.
4. If the current registered office is to be changed, the street address to
which its registered office is to be changed is (Street & Number) in the
city of , South Carolina (Zip Code).
5. The name of the present registered agent is Kevin Mast.
6. If the current agent is to be changed, the name of the successor registered
agent is Wade M. Hall.
* I hereby consent to the appointment as registered agent of the
corporation:
/s/ Wade M. Hall
-----------------
(signature of New Registered Agent)
7. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
8. Unless a delayed date is specified, this application will be effective upon
acceptance for filing by the Secretary of State .
* Pursuant to Sections 33-9-102(5) and 33-19-108(5), the written consent of
the registered agent may be attached to this form.
9. Dated this 27th day of May, 1997.
Date: 5/27/97 Emergent Business Capital, Inc.
(Name of Corporation)
By:/s/Keith B. Giddens
---------------------
Keith B. Giddens
Chief Executive Officer
(Type or Print Name and Title)
2
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. Filing Fee (payable to the Secretary of State at the time of filing the
document - $10.00
3. Pursuant to Section 33-5-102(b), the registered agent can file this form
when the only change is changing the street address of the registered
office. In this situation, the following statement should be typed on the
form above the registered agent's signature; "The corporation has been
notified of this change."
Form Approved by South Carolina
Secretary of State 1/90
- --------------------------------------- ----------------------
CERTIFIED TO BE A TRUE AND CORRECT COPY (stamp)
AS TAKEN FROM AND COMPARED WITH THE Jim Miles
ORIGINAL ON FILE IN THIS OFFICE SECRETARY OF STATE
MAY 22 1996 FILED
MAY 22 1996
/s/ Jim Miles 3 PM
---------------- ----------------------
SECRETARY OF STATE OF SOUTH CAROLINA
- ---------------------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
FOR
EMERGENT FINANCIAL CORP.
1. The name of the proposed corporation is Emergent Financial Corp. STREET
ADDRESS - 15 South Main Street, Greenville, SC 29601.
2. The initial registered office of the corporation is Post Office Box 17526,
Greenville, Greenville County, South Carolina 29606 [include county] and
the initial registered agent at such address is Kevin Mast [Street address
- 15 South Main Street, Suite 750 (29601)].
3. The corporation is authorized to issue a single class of shares, and the
total number of shares authorized is 100,000.
4. The existence of the corporation shall begin when these articles are filed
with the Secretary of State.
5. The optional provisions which the corporation elects to include in the
articles of incorporation are as follows: NONE
6. The name and address of each incorporator is as follows:
Name Address Signature
---- ------- ---------
Kevin Mast Post Office Box 17526 /s/Kevin Mast
Greenville, SC 29606 ------------------
Nancy Dupler Post Office Box 728 /s/Nancy Dupler
Greenville, SC 29602 ------------------
7. I, Cary H. Hall, Jr., an attorney licensed to practice in the State of
South Carolina, certify that the corporation, to whose articles of
incorporation this certificate is attached, has complied with the
requirements of Section 33-2-102 of the 1976 Code of Laws of South
Carolina, as amended.
May 14, 1996 /s/Cary H. Hall, Jr.
---------------------------------------
Cary H. Hall, Jr.
Wyche, Burgess, Freeman & Parham, P.A.
P.O. Box 728
Greenville, SC 29602
(803) 242-8255
- --------------------------------------- ----------------------
CERTIFIED TO BE A TRUE AND CORRECT COPY (stamp)
AS TAKEN FROM AND COMPARED WITH THE Jim Miles
ORIGINAL ON FILE IN THIS OFFICE SECRETARY OF STATE
JUN 02 1997 FILED
JUN 2 1997
/s/ Jim Miles 4 PM
---------------- ----------------------
SECRETARY OF STATE OF SOUTH CAROLINA
- ---------------------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH OF A SOUTH CAROLINA
OR FOREIGN CORPORATION
Pursuant to Sections 33-5-102 and 33-15-108 of the 1976 South Carolina
Code, as amended, the undersigned corporation submits the following information.
1. The name of the corporation is Emergent Financial Corp.
2. The corporation is (complete either a or b, whichever is applicable):
a. [X] a domestic corporation incorporated in South Carolina on
5/22/96; or
b. [_] a foreign corporation incorporated in (State) on (Date), and
authorized to do business in South Carolina on (Date).
3. The street address of the current registered office in South Carolina is 15
S. Main Street, Suite 750 in the city of Greenville, South Carolina 29601.
4. If the current registered office is to be changed, the street address to
which its registered office is to be changed is (Street & Number) in the
city of , South Carolina (Zip Code).
5. The name of the present registered agent is Kevin Mast.
6. If the current agent is to be changed, the name of the successor registered
agent is Wade M. Hall.
* I hereby consent to the appointment as registered agent of the
corporation:
/s/Wade M. Hall)
----------------
(signature of New Registered Agent)
7. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
8. Unless a delayed date is specified, this application will be effective upon
acceptance for filing by the Secretary of State .
* Pursuant to Sections 33-9-102(5) and 33-19-108(5), the written consent of
the registered agent may be attached to this form.
9. Dated this 27th day of May, 1997.
Date: 5/27/97 Emergent Financial Corp..
(Name of Corporation)
By: /s/Keith B. Giddens
------------------------
Keith B. Giddens
Chief Executive Officer
(Type or Print Name and Title)
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. Filing Fee (payable to the Secretary of State at the time of filing the
document) - $10.00
3. Pursuant to Section 33-5-102(b), the registered agent can file this form
when the only change is changing the street address of the registered
office. In this situation, the following statement should be typed on the
form above the registered agent's signature: "The corporation has been
notified of this change."
Form Approved by South Carolina
Secretary of State 1/90
- ------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
APR 30 1991
2:30 PM
- ------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
1. The name of the proposed corporation is Carolina Investors Corporation.
2. The initial registered office of the corporation is 208 Garvin Street,
Pickens, Pickens County 29671 and the initial registered agent at such
address is Keith Giddens.
3. The corporation is authorized to issue shares of stock as follows: Complete
a or b, whichever is applicable:
a. [X] If the corporation is authorized to issue a single class of
shares, the total number of shares authorized is 100,000.
b. [_] The corporation is authorized to issue more than one class of
shares:
Class of Shares Authorized No. of Each Class
- --------------------------- ---------------------------------
- --------------------------- ---------------------------------
- --------------------------- ---------------------------------
The relative rights, preferences, and limitations of the shares of each
class, and of each series within a class, are as follows: N/A
4. The existence of the corporation shall begin when these articles are filed
with the Secretary of State unless a delayed date is indicated (See Section
33-1-230(b)): Tuesday, April 30, 1991, at 2:00 p.m.
5. The optional provisions which the corporation elects to include in the
articles of incorporation are as follows: See
---------------------------------------
(stamp)
CERTIFIED TO BE A TRUE AND CORRECT COPY
AS TAKEN FROM AND COMPARED WITH THE
ORIGINAL ON FILE IN THIS OFFICE
APR 30 1991
/s/Jim Miles)
-------------
SECRETARY OF STATE OF SOUTH CAROLINA
--------------------------------------
Sections 33-2-102 and the applicable comments thereto; and 35-2-105 and
35-2-221 of the 1976 South Carolina Code).
6. The name and address of each incorporator is as follows (only one is
required):
Name Address Signature
Sarie Seale 44 E. Camperdown Way /s/Sarie Seale
Greenville, SC 29602 ------------------
7. I, Jo Watson Hackl, an attorney licensed to practice in the State of South
Carolina, certify that the corporation, to whose articles of incorporation
this certificate is attached, has complied with the requirements of Chapter
2, Title 33 of the 1976 South Carolina Code relating to the articles of
incorporation.
April 30, 1991 /s/Jo Watson Hackl
Jo Watson Hackl
(Type or Print Name)
Address 44 E. Camperdown Way
Post Office Box 728
Greenville, SC 29602
------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
NOV 13 1991
10 AM
------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is: Carolina Investors Corporation.
2. On October 4, 1991, the corporation adopted the following Amendment(s) of
its Articles of Incorporation: (Type or attach the complete text of Each
Amendment)
Article 1 of the Articles of Incorporation is hereby amended so that
the name of the Corporation is changed from "Carolina Investors
Corporation" to "Carolina Investors, Inc."
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert "not
applicable" or "NA").
4. Complete either a or b, whichever is applicable:
a. [X] Amendment(s) adopted by shareholder action. At the date of
adoption of the amendment, the number of outstanding shares
of each voting group entitled to vote separately on the
Amendment, and the vote of such shares was:
Number of Number of Number of Votes Number of Undisputed*
Voting Outstanding Votes Entitled Represented at Shares Voted
Group Shares to be Cast the Meeting For Against
- ----- ----------- -------------- --------------- ---------------------
956 956 956 956 -0-
---------------------------------------
(stamp)
DATE NOV 13 1991
CERTIFIED TO BE A TRUE AND CORRECT COPY
AS TAKEN FROM AND COMPARED WITH THE
ORIGINAL ON FILE IN THIS OFFICE
(signature of Jim Miles)
SECRETARY OF STATE OF SOUTH CAROLINA
---------------------------------------
*NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can alternatively
state the total number of undisputed shares cast for the amendment by
each voting group together with a statement that the number of votes
cast for the amendment by each voting group was sufficient for
approval by that voting group.
b. [_] The Amendment(s) was duly adopted by the incorporators or board
of directors without shareholder approval pursuant to ss.
33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina
Code as amended, and shareholder action was not required.
5. Unless a delayed date is specified, the effective date of these Articles of
Amendment shall be the date of acceptance for filing by the Secretary of
State (See Section 33-1-230 (b)):
Date: 10/4/91
Carolina Investors Corporation
(Name of Corporation)
By:/s/Larry C. Owen
---------------------------
Larry C. Owen, President
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. If the space in this form is insufficient, please attach additional sheets
containing a reference to the appropriate paragraph in this form.
3. Filing fees and taxes payable to the Secretary of State at the time of
filing application.
Filing Fee $ 10.00
Filing Tax $100.00
Total $110.00
Form Approved by South Carolina
Secretary of State 1/89
- ----------------------------------------
DATE FEB - 9 1995
(stamp)
CERTIFIED TO BE A TRUE AND CORRECT COPY
AS TAKEN FROM AND COMPARED WITH THE
ORIGINAL ON FILE IN THIS OFFICE
/s/Jim Miles
- ----------------------------------------
SECRETARY OF STATE OF SOUTH CAROLINA
- ----------------------------------------
--------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
FEB - 9 1995
AM PM
7|8|9|10|11|12|1|2|3|4|5|6
--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH
OF A SOUTH CAROLINA
OR FOREIGN CORPORATION
Pursuant to ss.33-5-102 and 33-15-108 of the 1976 South Carolina Code,
as amended, the undersigned corporation submits the following information.
1. The name of the corporation is CAROLINA INVESTORS, INC.
2. The corporation is (complete either a or b, whichever is applicable):
a. a domestic corporation incorporated in South Carolina on
4/30/91; or
b. a foreign corporation incorporated in ________________ on
(State)
_____________; authorized to do business in South Carolina on 4/30/91.
(Date) (Date)
3. The street address of the current registered office in South Carolina is
208 Garvin Street in the city of Pickens, South Carolina 29671.
(Street & Number) (Zip Code)
4. If the current registered office is to be changed, the street address to
which its registered office is to be changed is ___________________
(Street & Number)
in the City of __________________, South Carolina ____________(Zip Code).
5. The name of the present registered agent is Keith B. Giddens
6. If the current registered agent is to be changed, the name of the successor
registered agent is David R. Vickers.
*I hereby consent to the appointment as registered agent of the
corporation:
/s/ David R. Vickers
-----------------------------------
(Signature of New Registered Agent)
7. The address of the registered office and the address of the business office
of the registered agent as changed, will be identical.
8. Unless a delayed date is specified, this application will be effective upon
acceptance for filing by the Secretary of State (See
ss.33-1-230(b)):_________.
* Pursuant to ss.33-9-102(5) and 33-19-108(5), the written consent of the
registered agent may be attached to this form.
9. Dated this 8th day of Feb., 1995.
Carolina Investors Inc.
(Name of Corporation)
By:/s/J.P. Cox
JPC/Chief Financial Officer
(Type or Print Name and Title)
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. Filing Fee (payable to the Secretary of State at the time of filing this
document) -- $10.00
3. Pursuant to ss.33-5-102(b), the registered agent can file this form when
the only change is changing the street address of the registered office. In
this situation, the following statement should be typed on the form above
the registered agent's signature: "The corporation has been notified of
this change."
- ----------------------------------------
(stamp)
CERTIFIED TO BE A TRUE AND CORRECT COPY
AS TAKEN FROM AND COMPARED WITH THE
ORIGINAL ON FILE IN THIS OFFICE
JUN 02 1997
/s/Jim Miles
------------------------------------
SECRETARY OF STATE OF SOUTH CAROLINA
- ----------------------------------------
--------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
JUN 02 1997
AM PM
7|8|9|10|11|12|1|2|3|4|5|6
--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH OF A SOUTH CAROLINA
OR FOREIGN CORPORATION
Pursuant to Sections 33-5-102 and 33-15-108 of the 1976 South Carolina
Code, as amended, the undersigned corporation submits the following information.
1. The name of the corporation is Carolina Investors, Inc.
2. The corporation is (complete either a or b, whichever is applicable):
a. [X] a domestic corporation incorporated in South Carolina on
4/30/91; or
b. [ ] a foreign corporation incorporated in __________ on
(State)
________________, and authorized to do business in South
(Date)
Carolina on ________________.
(Date)
3. The street address of the current registered office in South Carolina is
208 Garvin Street in the city of Pickens, South Carolina 29671
(Street & Number) (Zip Code)
4. If the current registered office is to be changed, the street address to
which its registered office is to be changed is __________________________
(Street & Number)
in the city of __________________, South Carolina __________.
(Zip Code)
5. The name of the present registered agent is David R. Vickers.
6. If the current agent is to be changed, the name of the successor registered
agent is Wade M. Hall.
*I hereby consent to the appointment as registered agent of the
corporation:
/s/Wade M. Hall
-------------------------------------
(Signature of New Registered Agent)
7. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
8. Unless a delayed date is specified, this application will be effective upon
acceptance for filing by the Secretary of State.
* Pursuant to Sections 33-9-102(5) and 33-19-108(5), the written consent of
the registered agent may be attached to this form.
9. Dated this 27th day of May, 1997.
Date:5/27/97 Carolina Investors Inc.
(Name of Corporation)
By:/s/Keith B. Giddens
----------------------
Keith B. Giddens
Chief Executive Officer
(Type or Print Name and Title)
2
- ----------------------------------------
(stamp)
CERTIFIED TO BE A TRUE AND CORRECT COPY
AS TAKEN FROM AND COMPARED WITH THE
ORIGINAL ON FILE IN THIS OFFICE.
OCT 20 1995
/s/Jim Miles
------------------------------------
SECRETARY OF STATE OF SOUTH CAROLINA
- ----------------------------------------
--------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
OCT 20 1995
AM PM
7|8|9|10|11|12|1|2|3|4|5|6
--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
1. The name of the proposed corporation is Emergent Equity Advisors, Inc.
2. The initial registered office of the corporation is
15 South Main Street, Suite 750
Greenville Greenville 29601
City County Zip Code
and the initial registered agent at such address is Robert S. Davis.
3. The corporation is authorized to issue shares of stock as follows:
Complete a or b, whichever is applicable:
a. [X] if the corporation is authorized to issue a single class of
shares, the total number of shares authorized is One Hundred
Thousand (100,000).
b. [_] The corporation is authorized to issue more than one class of
shares:
Class of Shares Authorized No. Of Each Class
------------------------- -----------------------------
------------------------- -----------------------------
------------------------- -----------------------------
The relative rights, preferences, and limitations of the shares of each
class, and of each series within a class, are as follows:
4. The existence of the corporation shall begin when these articles are filed
with the Secretary of State unless a delayed date is indicated (See Section
33-1-230(b)): ____________.
5. The optional provisions which the corporation elects to include in the
articles of incorporation are as follows (See
Sections 33-2-102 and the applicable comments thereto; and 35-2-105 and
35-2-221 of the 1976 South Carolina Code):
NONE
6. The name and address of each incorporator is as follows (only one is
required):
Name Address Signature
---- ------- ---------
Robert S. Davis 15 South Main Street /s/Robert S. Davis
Suite 750, Greenville, S.C.
7. I, William W. Kehl, an attorney licensed to practice in the State of South
Carolina, certify that the corporation, to whose articles of incorporation
this certificate is attached, has complied with the requirements of Chapter
2, Title 33 of the 1976 South Carolina Code relating to the articles of
incorporation.
/s/William W. Kehl
Date: October 10, 1995 -----------------------------------
(Signature)
William W. Kehl
(Type of Print Name)
Address P.O. Box 728
Greenville, S.C. 29602
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. If the space in this form is insufficient, please attach additional sheets
containing a reference to the appropriate paragraph in this form.
3. Schedule of Fees - payable at the time of filing this document:
2
Fee for filing Application - payable to Secretary of State - $ 10.00
Filing Tax - payable to Secretary of State - $100.00
Minimum License Fee - payable to SC Tax Commission - $ 25.00
4. THIS FORM MUST BE ACCOMPANIED BY THE FIRST REPORT OF CORPORATIONS (See
Section 12-19-20), AND A CHECK IN THE AMOUNT OF $25.00 PAYABLE TO THE SOUTH
CAROLINA TAX COMMISSION.
Form Approved by South Carolina
Secretary of State 1/90
----------------------------------------
(stamp)
CERTIFIED TO BE A TRUE AND CORRECT COPY
AS TAKEN FROM AND COMPARED WITH THE
ORIGINAL ON FILE IN THIS OFFICE
JUL 08 1997
/s/Jim Miles
SECRETARY OF STATE OF SOUTH CAROLINA
----------------------------------------
- --------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
JUN 11 1997
AM PM
7|8|9|10|11|12|1|2|3|4|5|6
- --------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH OF A SOUTH CAROLINA
OR FOREIGN CORPORATION
Pursuant to Sections 33-5-102 and 33-15-108 of the 1976 South Carolina
Code, as amended, the undersigned corporation submits the following information.
1. The name of the corporation is Emergent Equity Advisors, Inc.
2. The corporation is (complete either a or b, whichever is applicable):
a. [X] a domestic corporation incorporated in South Carolina on 10/20/95;
or
b. [_] a foreign corporation incorporated in (State) on (Date), and
authorized to do business in South Carolina on (Date).
3. The street address of the current registered office in South Carolina is 15
S. Main Street, Suite 750 in the city of Greenville, South Carolina 29601.
4. If the current registered office is to be changed, the street address to
which its registered office is to be changed is (Street & Number) in the
city of _________________, South Carolina (Zip Code).
5. The name of the present registered agent is Robert S. Davis.
6. If the current agent is to be changed, the name of the successor registered
agent is Wade M. Hall.
* I hereby consent to the appointment as registered agent of the
corporation:
/s/Wade M. Hall
---------------
(signature of New Registered Agent)
7. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
8. Unless a delayed date is specified, this application will be effective upon
acceptance for filing by the Secretary of State.
* Pursuant to Sections 33-9-102(5) and 33-19-108(5), the written consent of
the registered agent may be attached to this form.
9. Dated this 27th day of May, 1997.
Date: 5/27/95 Emergent Equity Advisors, Inc.
(Name of Corporation)
By:/s/Capers Easterby
----------------------
Capers Easterby
President
(Type or Print Name and Title)
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. Filing Fee (payable to the Secretary of State at the time of filing the
document) - $10.00
3. Pursuant to Section 33-5-102(b), the registered agent can file this form
when the only change is changing the street address of the registered
office. In this situation, the following statement should be typed on the
form above the registered agent's signature: "The corporation has been
notified of this change."
Form Approved by South Carolina
Secretary of State 1/90
--------------------------
(stamp)
John T. Campbell
SECRETARY OF STATE
FILED
JUN 17 1989
AM PM
7|8|9|10|11|12|1|2|3|4|5|6
--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
1. The name of the proposed corporation is Premier Loan Co., Inc.
2. The initial registered office of the corporation is 111 Garvin Street,
Pickens, Pickens County South Carolina 29671 and the initial registered
agent at such address is Larry C. Owen.
3. The corporation is authorized to issue shares of stock as follows: Complete
a or b, whichever is applicable:
a. [X] If the corporation is authorized to issue a single class of
shares, the total number of shares authorized is 100,000.
b. [ ] The corporation is authorized to issue more than one class of
shares:
Class of Shares Authorized No. of Each Class
-------------------------- -----------------------------
-------------------------- -----------------------------
-------------------------- -----------------------------
The relative rights, preferences, and limitations of the shares of each
class, and of each series within a class, are as follows:
4. The existence of the corporation shall begin when these articles are filed
with the Secretary of State unless a delayed date is indicated (See Section
33-1-230(b)):
5. The optional provisions which the corporation elects to include in the
articles of incorporation are as follows: (See Section 33-2-102 and the
applicable comments thereto; and 35-2-105 and 35-2-221 of the 1976 South
Carolina Code):
---------------------------------------
(stamp)
Date MAR 17 1989
CERTIFIED TO BE A TRUE AND CORRECT COPY
AS TAKEN FROM AND COMPARED WITH THE
ORIGINAL ON FILE IN THIS OFFICE
/s/John T. Campbell
------------------------------------
SECRETARY OF STATE OF SOUTH CAROLINA
- --------------------------------------- --------------------------
(stamp) (stamp)
Jim Miles
CERTIFIED TO BE A TRUE AND CORRECT COPY SECRETARY OF STATE
AS TAKEN FROM AND COMPARED WITH THE FILED
ORIGINAL ON FILE IN THIS OFFICE
JUN 17 1989
JUN 02 1997
/s/Jim Miles AM PM
------------------------------------ 7|8|9|10|11|12|1|2|3|4|5|6
SECRETARY OF STATE OF SOUTH CAROLINA --------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH OF A SOUTH CAROLINA
OR FOREIGN CORPORATION
Pursuant to Sections 33-5-102 and 33-15-108 of the 1976 South Carolina
Code, as amended, the undersigned corporation submits the following information.
1. The name of the corporation is Premier Financial Services, Inc.
2. The corporation is (complete either a or b, whichever is applicable):
a. [X} a domestic corporation incorporated in South Carolina on 3/17/89;
or
b. [_] a foreign corporation incorporated in (State) on (Date), and
authorized to do business in South Carolina on (Date).
3. The street address of the current registered office in South Carolina is
208 Garvin Street in the city of Pickens, South Carolina 29671.
4. If the current registered office is to be changed, the street address to
which its registered office is to be changed is 15 S. Main Street, Suite
750 in the city of Greenville, South Carolina 29601 (Zip Code).
5. The name of the present registered agent is David R. Vickers.
6. If the current agent is to be changed, the name of the successor registered
agent is Wade M. Hall.
* I hereby consent to the appointment as registered agent of the
corporation:
/s/Wade M. Hall)
----------------
(signature of New Registered Agent)
7. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
8. Unless a delayed date is specified, this application will be effective upon
acceptance for filing by the Secretary of State.
* Pursuant to Sections 33-9-102(5) and 33-19-108(5), the written consent of
the registered agent may be attached to this form.
9. Dated this 27th day of May, 1997.
Date: 5/27/95 Premier Financial Services, Inc.
(Name of Corporation)
By:/s/Keith B. Giddens
----------------------
Keith B. Giddens
Chief Executive Officer
(Type or Print Name and Title)
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. Filing Fee (payable to the Secretary of State at the time of filing the
document) - $10.00
3. Pursuant to Section 33-5-102(b), the registered agent can file this form
when the only change is changing the street address of the registered
office, in this situation, the following statement should be typed on the
form above the registered agent's signature: "The corporation has been
notified of this change."
Form Approved by South Carolina
Secretary of State 1/90
3
- ---------------------------------------------- --------------------------
(stamp) (stamp)
DATE FEB-9 1995 Jim Miles
CERTIFIED TO BE A TRUE AND CORRECT COPY AS SECRETARY OF STATE
TAKEN FROM AND COMPARED WITH THE ORIGINAL ON FILED
FILE IN THIS OFFICE
FEB -9 1995
/s/Jim Miles)
SECRETARY OF STATE OF SOUTH CAROLINA AM PM
7|8|9|10|11|12|1|2|3|4|5|6
- ---------------------------------------------- --------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH OF A SOUTH CAROLINA
OR FOREIGN CORPORATION
Pursuant to Sections 33-5-102 and 33-15-108 of the 1976 South Carolina
Code, as amended, the undersigned corporation submits the following information.
1. The name of the corporation is Premier Financial Services, Inc.
2. The corporation is (complete either a or b, whichever is applicable):
a. [X] a domestic corporation incorporated in South Carolina on 3/17/89;
or
b. [_] a foreign corporation incorporated in (State) on (Date), and
authorized to do business in South Carolina on 3/17/89.
3. The street address of the current registered office in South Carolina is
208 Garvin Street in the city of Pickens, South Carolina 29671.
4. If the current registered office is to be changed, the street address to
which its registered office is to be changed is (Street & Number) in the
city of South Carolina (Zip Code).
5. The name of the present registered agent is Keith B. Giddens.
6. If the current agent is to be changed, the name of the successor registered
agent is David R. Vickers.
* I hereby consent to the appointment as registered agent of the
corporation:
/s/David R. Vickers
-----------------------------------
(signature of New Registered Agent)
7. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
8. Unless a delayed date is specified, this application will be effective upon
acceptance for filing by the Secretary of State (See Section 33-1-230(b)):
* Pursuant to Sections 33-5-102(5) and 33-15-108(5), the written consent of
the registered agent may be attached to this form.
9. Dated this 8th day of Feb., 1995.
Premier Financial Services, Inc.
(Name of Corporation)
By: /s/ J.P. Cox
-------------------------------
JPC/Chief Financial Officer
(Type or Print Name and Title)
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. Filing Fee (payable to the Secretary of State at the time of filing the
document) - $10.00
3. Pursuant to Section 33-5-102(b), the registered agent can file this form
when the only change is changing the street address of the registered
office. In this situation, the following statement should be typed on the
form above the registered agent's signature: "The corporation has been
notified of this change."
Form Approved by South Carolina
Secretary of State 1/89
--------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
DEC 22 1993
AM PM
7|8|9|10|11|12|1|2|3|4|5|6
--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is: Premier Financial Services, Inc.
2. On December 17, 1993, the corporation adopted the following Amendment(s) of
its Articles of Incorporation:
The Corporation is authorized to issue 100,000 shares of Cumulative
Preferred Stock, with the rights and preferences set forth below, in
addition to the 100,000 shares of common stock which the Corporation is
currently authorized to issue. The rights and preferences of the cumulative
preferred stock are as follows:
A. Dividend Rights. The holders of the Cumulative Preferred Stock shall be
entitled to receive when and if declared by the Board of Directors, in
preference to and in priority over dividends on shares of Common Stock,
annual cumulative cash dividends of $.85 per share.
B. Redemption. The Corporation may at any time upon payment of all unpaid
dividends including all dividends arrearages regardless of whether
dividends have been declared, redeem any shares of the Cumulative Preferred
Stock at the redemption price of $10 per share.
C. Voting. The holders of Cumulative Preferred Stock shall not be entitled
to vote.
D. Liquidation. In the event of liquidation or dissolution of the
Corporation, the holders of Cumulative Preferred Stock shall be entitled to
be paid, in preference to and in priority over any payment or distribution
with respect to the Corporation's Common Stock, an amount equal to $10 per
share plus all unpaid dividends including dividend arrearages (whether or
not declared).
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: NA.
4. Complete either a or b, whichever is applicable:
a. [X] Amendment(s) adopted by shareholder action.
At the date of adoption of the amendment, the number of
outstanding shares of each voting group entitled to vote
separately on the Amendment, and the vote of such shares was:
Number of Number of Number of Votes Number of Undisputed*
Voting Outstanding Votes Entitled Represented at Shares Voted
Group Shares to be Cast the Meeting For Against
- ----- ----------- -------------- --------------- ---------------------
n/a 1,000 1,000 1,000 1,000 0
--------------------------------------
(stamp)
DATE DEC 22 1993
CERTIFIED TO BE A TRUE AND CORRECT COPY
AS TAKEN FROM AND COMPARED WITH THE
ORIGINAL ON FILE IN THIS OFFICE
/s/Jim Miles
------------------------------------
SECRETARY OF STATE OF SOUTH CAROLINA
--------------------------------------
*NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can alternatively
state the total number of undisputed shares cast for the amendment by
each voting group together with a statement that the number of votes
cast for the amendment by each voting group was sufficient for
approval by that voting group.
b. [_] The Amendment(s) was duly adopted by the incorporators or board
of directors without shareholder approval pursuant to Section
33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina
Code as amended, and shareholder action was not required.
5. Unless a delayed date is specified, the effective date of these Articles of
Amendment shall be the date of acceptance for filing by the Secretary of
State.
Date: December 17, 1993 Premier Financial Services, Inc.
(Name of Corporation)
By:/s/H. Kim Bullard
------------------------------
H. Kim Bullard, President
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. If the space in this form is insufficient, please attach additional sheets
containing a reference to the appropriate paragraph in this form.
3. Filing fees and taxes payable to the Secretary of State at the time of
filing application.
Filing Fee $ 10.00
Filing Tax 100.00
Total $110.00
Form Approved by South Carolina
Secretary of State 1/89
PREMIER FINANCIAL SERVICES, INC.
UNANIMOUS CONSENT OF DIRECTORS AND SHAREHOLDER
The undersigned, constituting all directors and all shareholders of Premier
Financial Services, Inc. (the "Corporation"), hereby unanimously consent to,
authorize and direct the amendment of the Corporation's Articles of
Incorporation to authorize issuance of up to 100,000 shares of Cumulative
Preferred Stock:
Such Amendment shall read as follows:
The Corporation is authorized to issue 100,000 shares of Cumulative
Preferred Stock, with the rights and preferences set forth below, in
addition to the 100,000 shares of common stock which the Corporation is
currently authorized to issue. The rights and preferences of the cumulative
preferred stock are as follows:
A. Dividend Rights. The holders of the Cumulative Preferred Stock shall be
entitled to receive when and if declared by the Board of Directors, in
preference to and in priority over dividends on shares of Common Stock,
annual cumulative cash dividends of $.85 per share.
B. Redemption. The Corporation may at any time upon payment of all unpaid
dividends including all dividends arrearages regardless of whether
dividends have been declared, redeem any shares of the Cumulative Preferred
Stock at the redemption price of $10 per share.
C. Voting. the holders of Cumulative Preferred Stock shall not be entitled
to vote.
D. Liquidation. In the event of liquidation or dissolution of the
Corporation, the holders of Cumulative Preferred Stock shall be entitled to
be paid, in preference to and in priority over any payment or distribution
with respect to the Corporation's Common Stock, an amount equal to $10 per
share plus all unpaid dividends including dividend arrearages (whether or
not declared).
Effective this 17 day of December, 1993.
DIRECTORS:
/s/ J.P. Cox
-----------------
/s/H. Kim Bullard
-----------------
SOLE SHAREHOLDER:
/s/ Keith Giddens CEO
-----------------
Carolina Investors, Inc.
--------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
MAR 08 1990
AM PM
7|8|9|10|11|12|1|2|3|4|5|6
--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
APPLICATION FOR REINSTATEMENT
OF A CORPORATION DISSOLVED
BY ADMINISTRATIVE ACTION
Pursuant to Section 33-14-220 of the 1976 South Carolina Code, as amended,
the undersigned hereby applies to the Secretary of State for reinstatement of a
corporation dissolved by administrative action and for that purpose, submits the
following information:
1. The name of the corporation is: PREMIER FINANCIAL SERVICES, INC. FILE #
252512883 FED # 57-0887217
2. Complete either a or b, whichever is applicable:
a. [_] Grounds for administrative dissolution did not exist.
b. [X] The grounds for administrative dissolution, which were: Failure
to file annual report
have now been eliminated.
3. The corporation's name satisfies the requirements of Section 33-4-101.
DATE: 3/5/90 Premier Financial Services, Inc.
(Name of Corporation)
By:/s/Keith B. Giddens
------------------------------------
Keith B. Giddens
(Type or Print Name and Office
--------------------------------------
(stamp)
Date MAR 08 1990
CERTIFIED TO BE A TRUE AND CORRECT COPY
AS TAKEN FROM AND COMPARED WITH THE
ORIGINAL ON FILE IN THIS OFFICE
/s/John T. Campbell
------------------------------------
SECRETARY OF STATE OF SOUTH CAROLINA
--------------------------------------
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. Filing Fee (Payable to the Secretary of State at the time of filing this
application) - $25.00.
3. THIS APPLICATION MUST BE FILED WITHIN TWO YEARS AFTER THE EFFECTIVE DATE OF
THE CORPORATION'S DISSOLUTION BY ADMINISTRATIVE ACTION AND MUST BE
ACCOMPANIED BY A CERTIFICATE FROM THE SOUTH CAROLINA TAX COMMISSION
RECITING THAT ALL STATE TAXES OWED BY THE CORPORATION HAVE BEEN PAID.
Form Approved by South Carolina
Secretary of State 1/89
--------------------------
(stamp)
Jim Miles
SECRETARY OF STATE
FILED
SEP -8 1989
AM PM
7|8|9|10|11|12|1|2|3|4|5|6
--------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is: PREMIER LOAN CO., INC.
2. On August 14, 1989, the corporation adopted the following Amendment(s) of
its Articles of Incorporation:
(Type or attach the complete text of Each Amendment)
Ronnie BALDWIN made the Motion after some discussion to change the name of
Premier Loan Co., Inc. to PREMIER FINANCIAL SERIVCES, INC. Tommy Brady
seconded the Motion and it was unanimously approved.
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert "not
applicable" or "NA").
N/A
4. Complete either a or b, whichever is applicable:
a. [X] Amendment(s) adopted by shareholder action.
At the date of adoption of the amendment, the number of
outstanding shares of each voting group entitled to vote
separately on the Amendment, and the vote of such shares was:
Number of Number of Number of Votes Number of Undisputed*
Voting Outstanding Votes Entitled Represented at Shares Voted
Group Shares to be Cast the meeting For Against
- ----- ----------- -------------- --------------- --------------------
N/A 1,000 1,000 1,000 1,000 0
---------------------------------------
(stamp)
DATE SEP -8 1989
CERTIFIED TO BE A TRUE AND CORRECT COPY
AS TAKEN FROM AND COMPARED WITH THE
ORIGINAL ON FILE IN THIS OFFICE.
/s/John T. Campbell
------------------------------------
SECRETARY OF STATE OF SOUTH CAROLINA
---------------------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
FOR
EMERGENT INSURANCE AGENCY CORP.
1. The name of the proposed corporation is Emergent Insurance Agency Corp.
2. The initial registered office of the corporation is Post Office Box 17526,
Greenville, Greenville County, South Carolina 29606 [include county] and
the initial registered agent at such address is Kevin Mast [Street address
- 15 South Main Street, Suite 750 (29601)].
3. The corporation is authorized to issue a single class of shares, and the
total number of shares authorized is 100,000.
4. The existence of the corporation shall begin when these articles are filed
with the Secretary of State.
5. The optional provisions which the corporation elects to include in the
articles of incorporation are as follows: None.
6. The name and address of each incorporator is as follows:
Name Address Signature
---- ------- ---------
Cary H. Hall, Jr. Post Office Box 728
Greenville, SC 29602 /s/ Cary H. Hall, Jr.
---------------------------
7. I, Cary H. Hall, Jr., an attorney licensed to practice in the State of
South Carolina, certify that the corporation, to whose articles of
incorporation this certificate is attached, has complied with the
requirements of Section 33-2-102 of the 1976 Code of Laws of South
Carolina, as amended.
October 9, 1997 /s/ Cary H. Hall, Jr.
-------------------------------------
Cary H. Hall, Jr.
Wyche, Burgess, Freeman & Parham, P.A.
P.O. Box 728
Greenville, SC 29602
(864) 242-8255
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. If the space in this form is insufficient, please attach additional sheets
containing a reference to the appropriate paragraph in this form.
3. Schedule of Fees - payable at the time of filing this document:
Fee for filing Application - payable to Secretary of State $ 10.00
Filing Tax - payable to Secretary of State $100.00
Minimum License Fee - payable to SC Tax Commission $ 25.00
4. THIS FORM MUST BE ACCOMPANIED BY THE FIRST REPORT OF CORPORATIONS (See
Section 12-19-20), AND A CHECK IN THE AMOUNT OF $25.00 PAYABLE TO THE SOUTH
CAROLINA TAX COMMISSION.
Form Approved by
South Carolina
Secretary of State
1/89