Exhibit 3.1
AMERICA FIRST MORTGAGE INVESTMENTS, INC.
ARTICLES OF INCORPORATION
FIRST: THE UNDERSIGNED, Billie J. Swoboda, whose address is 32
South Street, Baltimore, Maryland 21202, being at least eighteen years of age,
acting as incorporator, does hereby form a corporation under the general laws of
the State of Maryland.
SECOND: The name of the corporation (which is hereinafter called the
"Corporation") is:
AMERICA FIRST MORTGAGE INVESTMENTS, INC.
THIRD: (a) The purposes for which, and any of which, the
Corporation is formed and the business and objects to be carried on and promoted
by it are:
To engage in any one or more businesses or transactions, or
to acquire all or any portion of any entity engaged in any one or more
businesses or transactions which the Board of Directors may from time
to time authorize or approve, whether or not related to the business
described elsewhere in this Article or to any other business at the
time or theretofore engaged in by the Corporation.
(b) The foregoing enumerated purposes and objects shall be in no way
limited or restricted by reference to, or inference from, the terms of any other
clause of this or any other Article of the charter of the Corporation, and each
shall be regarded as independent; and they are intended to be and shall be
construed as powers as well as purposes and objects of the Corporation and shall
be in addition to and not in limitation of the general powers of corporations
under the general laws of the State of Maryland.
FOURTH: The present address of the principal office of the
Corporation in the State of Maryland is 32 South Street, Baltimore, Maryland
21202.
FIFTH: The name and address of the resident agent of the
Corporation in this State are: CT Corporation System, 32 South Street,
Baltimore, Maryland 21202. Said resident agent is a Maryland corporation.
SIXTH: The total number of shares of stock of all classes which the
Corporation has authority to issue is 10,000,000 shares of capital stock (par
value $.01 per share), amounting in aggregate par value to $100,000. All of
such shares are initially classified as "Common Stock".
SEVENTH: The number of directors of the Corporation shall be three,
which number may be increased or decreased pursuant to the Bylaws of the
Corporation, but shall never be less than the minimum number permitted by the
general laws of the State of Maryland
now or hereafter in force. The names of the directors who will serve until the
first annual meeting and until their successors are elected and qualify are as
follows:
Michael B. Yanney
George H. Krauss
Mariann Byerwalter
EIGHTH: (a) The following provisions are hereby adopted for the
purpose of defining, limiting, and regulating the powers of the Corporation and
of the directors and stockholders:
(1) The Board of Directors is hereby empowered to authorize the
issuance from time to time of shares of its stock of any class,
whether now or hereafter authorized, or securities convertible into
shares of its stock of any class or classes, whether now or hereafter
authorized, for such consideration as may be deemed advisable by the
Board of Directors and without any action by the stockholders.
(2) No holder of any stock or any other securities of the
Corporation, whether now or hereafter authorized, shall have any
preemptive right to subscribe for or purchase any stock or any other
securities of the Corporation other than such right, if any, as the
Board of Directors, in its sole discretion, may determine and at such
price or prices and upon such other terms as the Board of Directors,
in its sole discretion, may fix; and any stock or other securities
which the Board of Directors may determine to offer for subscription
may, as the Board of Directors in its sole discretion shall determine,
be offered to the holders of any class, series or type of stock or
other securities at the time outstanding to the exclusion of the
holders of any or all other classes, series or types of stock or other
securities at the time outstanding.
(3) The Board of Directors of the Corporation shall, consistent
with applicable law, have power in its sole discretion to determine
from time to time in accordance with sound accounting practice or
other reasonable valuation methods what constitutes annual or other
net profits, earnings, surplus, or net assets in excess of capital; to
fix and vary from time to time the amount to be reserved as working
capital, or determine that retained earnings or surplus shall remain
in the hands of the Corporation; to set apart out of any funds of the
Corporation such reserve or reserves in such amount or amounts and for
such proper purpose or purposes as it shall determine and to abolish
any such reserve or any part thereof; to distribute and pay
distributions or dividends in stock, cash or other securities or
property, out of surplus or any other funds or amounts legally
available therefor, at such times and to the stockholders of record on
such dates as it may, from time to time, determine; and to determine
whether and to what extent and at what times and places and under what
conditions and regulations the books, accounts and documents of the
Corporation, shall be open
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to the inspection of stockholders, except as otherwise provided by
statute or by the Bylaws, and, except as so provided, no stockholder
shall have any right to inspect any book, account or document of the
Corporation unless authorized so to do by resolution of the Board of
Directors.
(4) Notwithstanding any provision of law requiring the
authorization of any action by a greater proportion than a majority of
the total number of shares of all classes of capital stock or of the
total number of shares of any class of capital stock, such action
shall be valid and effective if authorized by the affirmative vote of
the holders of a majority of the total number of shares of all classes
outstanding and entitled to vote thereon, except as otherwise provided
in the charter.
(5) The Corporation shall indemnify (A) its directors and
officers, whether serving the Corporation or at its request any other
entity, to the full extent required or permitted by the general laws
of the State of Maryland now or hereafter in force, including the
advance of expenses under the procedures and to the full extent
permitted by law and (B) other employees and agents to such extent as
shall be authorized by the Board of Directors or the Corporation's
Bylaws and be permitted by law. The foregoing rights of
indemnification shall not be exclusive of any other rights to which
those seeking indemnification may be entitled. The Board of Directors
may take such action as is necessary to carry out these
indemnification provisions and is expressly empowered to adopt,
approve and amend from time to time such Bylaws, resolutions or
contracts implementing such provisions or such further indemnification
arrangements as may be permitted by law. No amendment of the charter
of the Corporation or repeal of any of its provisions shall limit or
eliminate the right to indemnification provided hereunder with respect
to acts or omissions occurring prior to such amendment or repeal.
(6) To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, no director or officer of
this Corporation shall be personally liable to the Corporation or its
stockholders for money damages. No amendment of the charter of the
Corporation or repeal of any of its provisions shall limit or
eliminate the limitation on liability provided to directors and
officers hereunder with respect to any act or omission occurring prior
to such amendment or repeal.
(7) The Corporation reserves the right from time to time to make
any amendments of its charter which may now or hereafter be authorized
by law, including any amendments changing the terms or contract
rights, as expressly set forth in its charter, of any of its
outstanding stock by classification, reclassification or otherwise.
(b) The enumeration and definition of particular powers of the Board
of Directors included in the foregoing shall in no way be limited or restricted
by reference to or
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inference from the terms of any other clause of this or any other
Article of the charter of the Corporation, or construed as or deemed
by inference or otherwise in any manner to exclude or limit any powers
conferred upon the Board of Directors under the general laws of the
State of Maryland now or hereafter in force.
NINTH: The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation,
acknowledging the same to be my act, on the 24th day of July, 1997.
/S/ BILLIE J. SWOBODA
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