Exhibit 3.1(b)
STATE OF MARYLAND
404175
STATE DEPARTMENT OF
ASSESSMENTS AND TAXATION
301 West Preston Street, Baltimore, Maryland 21201
DATE: NOVEMBER 22, 1995
THIS IS TO ADVISE YOU THAT THE ARTICLES OF AMENDMENT FOR IMPERIAL CREDIT
MORTGAGE HOLDINGS, INC. WERE RECEIVED AND APPROVED FOR RECORD ON NOVEMBER 22,
1995 AT 6:51 P.M.
FEE PAID: $78.00
[SEAL]
HARRY J. NOONAN
CHARTER SPECIALIST
IMPERIAL CREDIT MORTGAGE HOLDINGS, INC.
---------------------------------------
ARTICLES OF AMENDMENT
THIS IS TO CERTIFY THAT:
FIRST: The charter of Imperial Credit Mortgage Holdings, Inc., a Maryland
-----
corporation (the "Corporation"), is hereby amended by deleting certain
provisions of Article VII of the Articles of Amendment and Restatement as
follows and substituting in lieu thereof the following:
1. Section 7.1 is hereby amended by deleting the first sentence of the
definition of "Aggregate Stock Ownership Limit" in its entirety and substituting
in lieu thereof the following new sentence:
"Aggregate Stock Ownership Limit. The term "Aggregate Stock
-------------------------------
Ownership Limit" shall mean not more than 9.5 percent in value of the
outstanding shares of Capital Stock."
2. Section 7.1 is hereby amended by deleting the first sentence of the
definition of "Common Stock Ownership Limit" in its entirety and substituting in
lieu thereof the following new sentence:
"Common Stock Ownership Limit. The term "Common Stock Ownership
----------------------------
Limit" shall mean not more than 9.5 percent (in value or in number of
shares, whichever is more restrictive) of the aggregate of the
outstanding shares of Common Stock of the Corporation."
3. Section 7.2.9 is hereby amended by deleting subsections (i) and (ii) in
their entireties and substituting in lieu thereof the following new subsections:
"(i) no person may Beneficially or Constructively own shares of
the Corporation's Common Stock in excess of 9.5 percent (in value or
number of shares) of the outstanding shares of Common Stock of the
Corporation unless such Person is an Excepted Holder (in which case
the Excepted Holder Limit shall be applicable); (ii) no Person may
Beneficially or Constructively own shares of Capital Stock of the
Corporation in excess of 9.5 percent of the value of the total
outstanding shares of Capital Stock of the Corporation, unless such
Person is an Excepted Holder (in which case the Excepted Holder Limit
shall be applicable);"
SECOND: The amendment to the charter of the Corporation as set forth above
------
has been duly advised by the Board of Directors and approved by the stockholders
of the Corporation as required by law.
THIRD: The undersigned President acknowledges these Articles of Amendment
-----
to be the corporate act of the Corporation and, as to all matters or facts
required to be verified under oath, the undersigned President acknowledges that
to the best of his knowledge, information and belief, these matters and facts
are true and in all material respects and that this statement is made under the
penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed
in its name and on its behalf by its President and attested to by its Secretary
on this ____ day of November, 1995.
ATTEST: IMPERIAL CREDIT MORTGAGE
HOLDINGS, INC.
/s/ Richard J. Johnson By: /s/ William S. Ashmore [SEAL]
- -------------------------- -------------------------
Richard J. Johnson William S. Ashmore
Secretary President