Exhibit 3.1
State of North Carolina
Department of the Secretary of State
ARTICLES OF AMENDMENT
BUSINESS CORPORATION
Pursuant to ss. 55-10-06 of the General Statutes of North Carolina, the
undersigned corporation does hereby submit the following Articles of Amendment
for the purpose of amending its Articles of Incorporation.
1. The name of the corporation is: Home Equity Securitization Corp.
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2. The text of each amendment adopted is as follows (State below or attach):
The Articles of Incorporation of the corporation is hereby amended by
striking out Article 1. thereof and by substituting in lieu of said Article
the following new Article:
1. The name of the corporation is Residential Asset Funding Corporation.
3. If an amendment provides for an exchange, reclassification, or cancellation
of issued shares, provisions for implementing the amendment, if not contained
in the amendment itself, are as follows:
4. The date of adoption of each amendment was as follows:
September 24, 1998
5. (Check either a, b, c, or d, whichever is applicable)
a. _____ The amendment(s) was (were) duly adopted by the incorporators
prior to the issuance of shares.
b. _____ The amendment(s) was (were) duly adopted by the board of
directors prior to the issuance of shares.
c. _____ The amendment(s) was (were) duly adopted by the board of
directors without shareholder action as shareholder action was
not required because (set forth a brief explanation of why
shareholder action was not required)__________________________
______________________________________________________________
______________________________________________________________
d. XX The amendment(s) was (were) approved by shareholder action, and
---- such shareholder approval was obtained as required by Chapter
55 of the North Carolina General Statutes.
6. These articles will be effective upon filing, unless a delayed time and date
is specified:
___________________________________________________________________________
This the 24th day of September , 1998
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HOME EQUITY SECURITIZATION CORP.
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Name of Corporation
ROBERT L. ANDERSEN
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Signature
Robert L. Andersen, Senior Vice President
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Type or Print Name and Title
NOTES:
1. Filing fee is $50. This document and one exact or conformed copy of these
articles must be filed with the Secretary of State.
(Revised July 1994)
CORPORATIONS DIVISION
State of North Carolina
Department of the Secretary of State
ARTICLES OF INCORPORATION
Pursuant to GS55-2-02 of the General Statutes of North Carolina, the undersigned
does hereby submit these Articles of Incorporation for the purpose of forming a
business corporation.
1. The name of the corporation is:
Home Equity Securitization Corp.
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2. The number of shares the corporation is authorized to issue is: 100
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These shares shall be: (check either a or b)
a. [XX] all of one class, designated as common stock or
b. [ ] divided into classes or series within a class as provided in
the attached schedule, with the information required by NCGS
SS55-6-01.
3. The street address and county of the initial registered office of the
corporation is:
Number and street: 327 Hillsborough Street
City, State, Zip Code: Raleigh, NC 27603
County: Wake
4. The mailing address if different from the street address is:
Same
5. The name of the initial registered agent is:
Corporation Service Company
6. Any provisions which the corporation elected to include are attached.
7. The name and address of the incorporator are as follows:
Christine J. Gates
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1013 Centre Road
Wilmington, DE 19805
8. These articles will be effective upon filing, unless a date and/or time
is specified: _______________________
This twenty fourth of December, 1997.
HOME EQUITY SECURITIZATION CORP.
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/s/ CHRISTINE J. GATES
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Christine J. Gates
Incorporator
ADDITIONAL PROVISIONS TO THE ARTICLES OF INCORPORATION
OF
HOME EQUITY SECURITIZATION CORP.
1. The limited purposes of the corporation are to engage in the
following activities:
A. To acquire, own, hold, service, sell, transfer, assign, pledge,
finance, refinance, and otherwise deal with and in: (i) loans, installment sale
agreements, credit agreements or similar instruments or agreements secured by
mortgages, deeds of trust or similar instruments creating first or junior
priority liens on, or security interests in, fee leasehold or other interests in
residential real property, whether or not completed or performing or shares
issued by corporations or partnerships formed for the purpose of cooperative
ownership of any such real property, together with all related personal property
(collectively, "Mortgage Loans"); (ii) certificates, participation interests or
other instruments (including Notes and Certificates, as defined below) that
evidence interests in, or that are secured by, Mortgage Loans, Notes or
Certificates (collectively, "MBS"); and (iii) any property or rights in
property, or agreements or rights in agreements, pertaining to or securing
Mortgage Loans or MBS (collectively, together with the Mortgage Loans and MBS,
"Mortgage Assets");
B. To authorize, offer, issue, sell, transfer or deliver, or
participate in the authorization, offering, issuance, sale, transfer or delivery
of, participation certificates or other evidence of interests in, among other
assets, Mortgage Assets ("Certificates");
C. To authorize, offer, issue, sell, transfer or deliver, bonds, notes
or other evidence of indebtedness secured by Mortgage Assets ("Notes"),
provided, however, that the corporation shall have no liability on any Notes
except to the extent of the Mortgage Assets securing such Notes and any
customary indemnification and repurchase obligations;
D. To hold, and enjoy all of the rights and privileges as a holder of,
any of the Notes of Certificates;
E. To negotiate, authorize, execute, deliver, assume the obligation
under, and perform, any agreement or instrument or document relating to the
activities set forth in paragraphs A through D above, including, but not limited
to, any trust agreement, sales and servicing agreement, pooling and servicing
agreement, indenture, reimbursement agreement, credit support agreement,
mortgage loan purchase agreement, indemnification agreement, placement agreement
or underwriting agreement; and
F. To engage in any activity and to exercise any powers permitted to
corporations under the laws of the State of North Carolina that are related or
incidental to the foregoing and necessary, suitable or convenient to accomplish
the foregoing.
2. The corporation shall at all times have a least one (1) director
(the "Independent Director") who is not (i) a director, officer or employee of
any affiliate of the corporation other than a special purpose affiliate; (ii) a
person related to any director, officer or employee of any affiliate of the
corporation other than a special purpose affiliate; (iii) a holder (directly or
indirectly) of more than 5% of any voting securities of any affiliate of the
corporation; or (iv) a person related to a holder (directly or indirectly) of
more than 5% of any voting securities of any affiliate of the corporation.
For the purposes of these articles of incorporation, including
particularly this provision, the following terms shall have the meanings given
below.
(i) An "affiliate" of a specified person shall mean that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the specified person.
(ii) The term "control" (including the terms "controlling,"
"controlled by" and "under common control with") shall mean the possession,
direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise; provided, however, that a person shall
not be deemed to control another person solely because he or she is a director
of such other person.
(iii) The term "person" shall mean any individual,
partnership, firm, corporation, limited liability company, association, trust,
unincorporated organization or other entity, as well as any syndicate or group
deemed to be a person pursuant to Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended.
(iv) The term "special purpose affiliate" shall mean an
affiliate of the corporation (a) that does not control the corporation, (b) that
is organized pursuant to a certificate of incorporation or comparable instrument
(the "charter") that requires there to be at least one director or comparable
member of the governing body of such affiliate who meets a test for
independence set forth in the charter and without whose affirmative vote certain
specified actions may not be undertaken by such affiliate and (c) that is
authorized to engage in only a limited range of activities.
3. Without the unanimous vote of the members of the board of directors
of the corporation, the corporation shall not (i) dissolve or liquidate, in
whole or in part, or institute proceedings to be adjudicated bankrupt or
insolvent; (ii) consent to the institution of bankruptcy or insolvency
proceedings against it; (iii) file a petition seeking or consent to
reorganization relief under any applicable federal or state law relating to
bankruptcy; (iv) consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the corporation or a
substantial part of its property; (v) admit in writing its inability to pay its
debts generally as they become due; or (vi) take any corporate action in
furtherance of the notions set forth in clauses (i) through (v) of this
provision.
4. These articles of incorporation or any provisions hereof may be
amended, altered or repealed in any particular only pursuant to a unanimous vote
of the full board of directors and the Independent Director must specifically
approve and authorize such amendment, alteration or repeal.
5. The corporation shall be operated observing the following
principles:
A. The corporation's assets will not be commingled with those of any
affiliate of the corporation;
B. The corporation will maintain separate corporate records and books
of account from those of any affiliate of the corporation;
C. The corporation has provided and will provide for its operating
expenses and liabilities from its own funds; and
D. The corporation will engage in transactions with affiliates only on
terms and conditions comparable to transactions as they would be undertaken on
an arm's length basis with unaffiliated persons.
6. The corporation shall not issue, assume, pledge or guarantee any
liability, other than administrative expenses of the corporation, unless such
liability is approved in writing by the nationally recognized statistical rating
agencies that have rated any outstanding Notes or Certificates.
7. The personal liability of each director of the corporation is
eliminated to the fullest extent permitted by the provisions of the Business
Corporation Act of the State of North Carolina, as presently in effect or as the
same may hereafter from time to time be in effect. No amendment, modification or
repeal of this provision shall adversely affect any right or protection of a
director that exists at the time of such amendment, modification or repeal.