Exhibit 3.1
ARTICLES OF INCORPORATION
OF
FIRST ALLIANCE MORTGAGE COMPANY
FIRST: The name of this corporation shall be First Alliance Mortgage
Company.
SECOND: The purposes for which this corporation is formed are:
(a) To engage primarily in the specific business of mortgage financing.
(b) To place, sell and service loans on real property.
(c) To purchase, lease, exchange or otherwise acquire, own, deal in,
sell, mortgage or otherwise encumber real property and personal property and any
and all rights thereto and interests therein.
(d) To acquire, hold, use, sell, assign, lease, grant, mortgage,
license, or otherwise dispose of letters-patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyright, trademarks and trade names relating to or
useful in connection with any business of this corporation.
(e) To acquire and pay for in cash, stocks, or bonds of this
corporation, or otherwise, the goodwill, rights, assets, and property, and to
undertake or assume the whole or any part of the obligations or liabilities of
any person, firm, association, or corporation.
(f) To acquire, subscribe for, hold, own, pledge, or otherwise dispose
of and vote shares of stock, bonds, and securities of any corporation, domestic
or foreign.
(g) To borrow money and issue bonds, debentures, notes, and evidence of
indebtedness, and to secure the payment on performance of its obligations by
mortgage, deeds of trust, pledge, or otherwise.
(h) To lend money on the security of mortgages, deeds of trust,
pledges, or other hypothecations of real and personal property, or without
security.
(i) To draw, make, accept, endorse, discount, execute or issue
promissory notes, drafts, bills of exchange, warrants, and other negotiable or
transferable instruments.
(j) To purchase, hold, sell, and transfer the shares of its own stock
so far as may be permitted by the laws of the State of California.
(k) To enter into and make, perform, and carry out contracts of every
kind and description made for any lawful purpose, without limit as to amount,
with any person, firm, association, or corporation, either public or private.
(l) To have one or more offices and to carry on all or any of the
objects and purposes herein enumerated, and to conduct the business of the
corporation in all of the states of the United States of America, the District
of Columbia, the territories of the United States, and foreign countries.
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(m) To do business under fictitious names; to act as agent or
principal; to become a member of a joint venture, associations, general and
limited partnerships, trusts, and any other form of business organization, by
purchase, investment, affiliation, or otherwise.
(n) In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the laws of the
State of California upon corporations performed under the laws of the State of
California.
The foregoing clauses shall be construed both as objects and powers,
and it is hereby expressly provided that the foregoing enumeration of specific
powers shall not be held to limit or restrict in any manner the powers of the
corporation.
THIRD: The county in the State of California where the principal office
for the transaction of business of this corporation is located is Orange County.
FOURTH: (a) The number of directors of the corporation is three (3).
(b) The names and addresses of the persons who are appointed to act
as the first directors of this corporation are:
NAME
----
BRIAN CHISICK 2108 Harriet Lane
Anaheim, California 92804
SARAH CHISICK 2108 Harriet Lane
Anaheim, California 92804
SHELDON S. GOODMAN 2333 N. Broadway, Ste. 440
Santa Ana, California 92706
FIFTH: The total number of shares which this corporation shall have the
authority to issue is one million shares, all of one class. The aggregate par
value of all of said shares is One Million dollars, and the par value of each
such share is $1.00.
SIXTH: Authority is hereby granted to the holders of shares of this
corporation entitled to vote to change from Lime to time the authorized number
of directors of this corporation.
SEVENTH: All shares issued by the corporation shall be fully paid and
nonassessable and shall not be subject to assessment for the debts and
liabilities of the corporation.
EIGHTH: Each shareholder of this corporation shall be entitled to full
preemptive or preferential rights as such rights are defined by law, to
subscribe for or purchase his proportional part of any shares which may be
issued at any time by this corporation.
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IN WITNESS WHEREOF, the undersigned who are the incorporators and the
above-named first directors of this corporation have executed these Articles of
Incorporation this 25th day of April, 1975.
/s/ Brian Chisick
----------------------------
BRIAN CHISICK
/s/ Sarah Chisick
----------------------------
SARAH CHISICK
/s/ Sheldon S. Goodman
----------------------------
SHELDON S. GOODMAN
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STATE OF CALIFORNIA )
) ss:
COUNTY OF ORANGE )
On this 25th day of April, 1975, before me, a Notary Public in and for
said State, appeared BRIAN CHISICK, SARAH CHISICK, and SHELDON S. GOODMAN known
to me to be the persons whose names are subscribed to the foregoing Articles of
Incorporation, and acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal on the day and year first above written.
/s/ B. Jean Marshall
----------------------------
NOTARY PUBLIC
SEAL
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CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
FIRST ALLIANCE MORTGAGE COMPANY
Brian Chisick and Mark K. Mason certify that:
1. They are the President and the Chief Financial Officer,
respectively, of First Alliance Mortgage Company.
2. The name of the corporation is First Alliance Mortgage
Company, and it is a California corporation.
3. The instrument being corrected is entitled "Certificate of
Amendment of Articles of Incorporation" of First Alliance
Mortgage Company, and said instrument was filed with the
Secretary of State of the State of California on May 14, 1996.
4. Paragraph "2" of said Certificate of Amendment, as corrected,
should read as follows:
This Corporation is authorized to issue only one
class of shares of stock. The total number of shares
that this Corporation is authorized to issue is
fifteen million shares of common stock, $.01 par
value per share.
On the effective date of this amendment, each
outstanding share of the Corporation's common stock
shall be converted into and shall become 709.5
shares of the Corporation's common stock.
5. Paragraph "4" of said Certificate of Amendment, as corrected,
should read as follows:
The foregoing amendment of the Articles of
Incorporation of this corporation has been duly
approved by the required vote of shareholders in
accordance with Section 902 of the California
Corporations Code. The total number of outstanding
shares of the corporation is 15,000. The number of
shares voting in favor of the amendment equaled or
exceeded the vote required. The percentage vote
required was more than 50%.
6. Paragraph "2", as corrected, conforms the wording of the
amended article to that adopted by the board of directors and
shareholders.
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We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.
Date: July 13, 1996
/s/ Brian Chisick
----------------------------
Brian Chisick, President
/s/ Mark Mason
----------------------------
Mark Mason, Chief Financial Officer
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