FILED with the Florida Secretary of State on April 14, 1999.
Amended & Restated Articles of Incorporation
of
Funds America Finance Corporation
THE UNDERSIGNED, being the incorporator of Funds America Financial
Corporation, a Florida corporation organized on June 30, 1998 and assigned
document number P98000058806 (hereinafter referred to as the "Corporation"),
whose articles of incorporation were amended by me, as incorporator prior to the
issuance of any capital stock on March 26, 1999, hereby amends and restates the
articles of incorporation prior to the issuance of any capital stock, as
permitted by Section 607.1006, Florida Statutes, as follows:
First: Amendment
The articles of incorporation of the Corporation are hereby repealed in
their entirety and replaced by the articles of incorporation set forth in item
Second below.
Second: Restatement
The following articles of incorporation, restating all previous and the
foregoing amendments, are hereby adopted, effective as of their filing with the
Secretary of State of the State of Florida:
WITNESSETH:
ARTICLE I
NAME
The name of the Corporation is:
"Funds America Finance Corporation"
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ARTICLE II
DURATION
This Corporation shall have perpetual existence commencing on the date of
the filing of these Articles of Incorporation with the Department of State of
Florida.
ARTICLE III
PURPOSES
This Corporation is organized for the purpose of transacting any and all
lawful business.
ARTICLE IV
CAPITAL STOCK
This Corporation is authorized to issue 25,500,000 shares, one mill par
value, which shall be designated as common stock.
ARTICLE V
QUORUM FOR STOCKHOLDERS MEETINGS
Unless otherwise provided for in the Corporation's Bylaws, a majority of
the shares entitled to vote, represented in person or by proxy, shall be
required to constitute a quorum at a meeting of stockholders.
ARTICLE VI
INITIAL REGISTERED OFFICE, REGISTERED AGENT & PRINCIPAL ADDRESS
6.1 Registered Office & Registered Agent,
The street address of the initial registered office of this Corporation is
2501 East Commercial Boulevard, Suite 210; Fort Lauderdale, Florida 33308, and
the name of the initial registered agent of this corporation at such address is
Mark Sand.
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6.2 Principal Office & Mailing Address
(1) The Corporation's initial principal office and principal mailing
address will be at 2501 East Commercial Boulevard, Suite 210; Fort
Lauderdale, Florida 33308.
(2) The Corporation's initial telephone number will be (954) 733-7777, its
initial fax number will be (954) 489-0500 and its initial e-mail
address shall be [email protected].
ARTICLE VII
INITIAL BOARD OF DIRECTORS
(1) This Corporation shall have two Directors initially.
(2) The number of Directors may be either increased or diminished from
time to time in the manner provided in the Bylaws, but shall never be
less than one.
(3) The name and address of the initial Directors of the corporation are
as follows:
Charles Scheuerman
5741 Northeast 18th Avenue, Apartment One; Fort Lauderdale, Florida 33334; and
Mark Sand
5555 North Ocean Boulevard; Fort Lauderdale, Florida 33308.
(4) The Corporation's Board of Directors is hereby authorized, without
prior stockholder approval, to amend these Articles of Incorporation,
from time to time, in order to effect splits or reverse splits of the
Corporation's common or preferred stock; change the name of the
Corporation; and, such other matters as may be otherwise permitted
under then applicable laws of the State of Florida.
ARTICLE VIII
INCORPORATORS
The name and addresses of the Corporation's incorporator is:
Mark Sand
2501 East Commercial Boulevard, Suite 210; Fort Lauderdale, Florida 33308
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ARTICLE IX
INDEMNIFICATION
The Corporation shall indemnify its Officers, Directors and authorized
agents for all liabilities incurred directly, indirectly or incidentally to
services performed for the Corporation, to the fullest extent permitted under
Florida law existing now or hereinafter enacted.
ARTICLE X
LIMITATION ON STOCKHOLDER ACTIONS
(1) Stockholders shall not have a cause of action against the
Corporation's Officers, Directors or agents as a result of any action
taken, or as a result of their failure to take any action, unless
deprivation of such right is deemed a nullity because, in the specific
case, deprivation of a right of action would be impermissibly in
conflict with the public policy of the State of Florida.
(2) No stockholder may assert a derivative cause of action on behalf of
the Corporation, rather, any claims that would give rise to derivative
causes of action shall be submitted in writing, specifying the nature
of the cause of action and providing all evidence associated with such
claim, to a special committee of the Board of Directors comprised of
members who do not also serve as officers of the Corporation and are
not reasonably involved with the subject cause of action, or if no
such directors are serving, to legal counsel designated by the
Corporation in which no attorney holds shares of the Corporation's
securities, holds any office or position with the Corporation or is
related by marriage or through siblings, parents or children to any
officer or director of the Corporation, and the decision to litigate,
or not to litigate by such special committee or special counsel shall
be binding on the Corporation and the submitting stockholder or
stockholders; unless the foregoing procedure has not been followed
within 90 days after completion of the submission by the subject
stockholder.
(3) The fact that this Article shall be inapplicable in certain
circumstances shall not render it inapplicable in any other
circumstances and the Courts of the State of Florida are hereby
granted the specific authority to restructure this Article, on a case
by case basis or generally, as required to most fully give legal
effect to its intent.
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ARTICLE XI
AFFILIATED TRANSACTIONS
This Corporation shall not be subject to the restrictions or requirements
for affiliated transactions imposed by Sections 607.0901, Florida Statutes, as
permitted by the waiver provisions of Section 607.0901(5)(b) thereof.
* * *
IN WITNESS WHEREOF, I have subscribed my name this 12th day of April, 1999.
/s/ Mark Sand
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Mark Sand
Incorporator
REGISTERED AGENT'S
CONFIRMATION OF PRIOR ACCEPTANCE OF APPOINTMENT
Having been previously named as registered agent to accept service of
process for Funds America Finance Corporation, at the place designated in this
certificate, I hereby confirm acceptance of the appointment as registered agent
and agree to act in this capacity. I hereby further agree to comply with the
provisions of all statutes relating to the proposer performance of my duties,
and I am familiar with and accept the obligations of my position as registered
agent.
/s/ Mark Sand
April 12th, 1999 ____________________________
Mark Sand
Registered Agent
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