<PAGE> 1
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
MORTGAGE BANKERS HOLDING CORP.
WE THE UNDERSIGNED, Timothy B. Smail, Kevin P. Maloney, being respectively the
treasurer and president of Mortgage Bankers Holding Corp. hereby certify:
1. A Certificate of amendment of the certificate of incorporation of said
corporation was filed November 15, 1996 under the name Mortgage Bankers
Holding Corp.
2. The name of the corporation is National Institute Companies of America
3. The certificate of incorporation is amended to read as follows: The
name of the corporation is National Institute Companies of America,
Inc. (NICA).
4. The amendment was authorized in the following manner:
By resolution of the Board of Directors of Mortgage Bankers Holding Corp, dated
January 5th, 2000, ratified, signed, and accepted unanimously by consent of the
Board of Directors Timothy E. Smail, Treasurer and Kevin P. Maloney, President.
IN WITNESS WHEREOF, we have signed this certificate on the 5th day of January
2000, we affirm the statements contained therein as true under penalties of
perjury.
/s/ Timothy E. Smail
---------------------------------
Timothy E. Smail, Treasurer
/s/ Kevin P. Maloney
----------------------------------
Kevin P. Maloney, President
<PAGE> 2
MORTGAGE BANKERS HOLDING CORP.
RESOLUTION AS AN AMENDMENT TO ARTICLE OF INCORPORATION
DATED JANUARY 5,2000 AUTHORIZING
NAME. SYMBOL AND CUSIP CHANGE FROM
MORTGAGE BANKERS HOLDING CORP. (MBHC)
TO NATIONAL INSTITUTE COMPANIES OF AMERICA, INC. (NICA)
WHEREAS, the Corporation desires to change the Company name
from Mortgage Bankers Holding Corp. (MBHC) to National Institute Companies of
America, Inc. (NICA), the Stock Symbol from MBHC to NICA and change the CUSIP
Number:
NOW, THEREFORE, it is hereby:
RESOLVED, that the new Company name is National Institute
Companies of America, the new Stock Symbol will be NICA and a new CUSIP will be
issued.
FURTHER RESOLVED, that the appropriate officers of the
Corporation be and hereby are authorized and directed to complete, execute and
deliver, for and on behalf of the Corporation, all documents and instruments
required or necessary to undertake and complete the terms and conditions of this
resolution in accordance with the terms and provisions of this resolution, and
to do or take, or cause to be done or taken, all other acts and actions required
or necessary to undertake and complete this resolution in accordance with the
terms and provisions of this.
IN WITNESS WHEREOF, this resolution is hereby ratified and
accepted by the Board of Directors of the Company this 5th day of January, 2000.
MORTGAGE BANKERS HOLDING CORP.
/s/ Timothy E. Smail /s/ Kevin P. Maloney
------------------------------- -------------------------------
Timothy E. Smail, Treasurer Kevin P. Maloney, President
<PAGE> 3
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
MORTGAGE BANKERS HOLDING CORP.
WE THE UNDERSIGNED, Timothy B. Smail, Kevin P. Maloney, being respectively the
treasurer and president of Mortgage Bankers Holding Corp. hereby certify:
1. A Certificate of amendment of the certificate of incorporation of said
corporation was filed November 15, 1996 under the name Mortgage Bankers
Holding Corp.
2. The name of the corporation is National Institute Companies of America
3. The certificate of incorporation is amended to read as follows: The
name of the corporation is National Institute Companies of America,
Inc. (NICA).
4. The amendment was authorized in the following manner:
By resolution of the Board of Directors of Mortgage Bankers Holding Corp, dated
January 5th, 2000, ratified, signed, and accepted unanimously by consent of the
Board of Directors Timothy E. Smail, Treasurer and Kevin P. Maloney, President.
IN WITNESS WHEREOF, we have signed this certificate on the 5th day of January
2000, we affirm the statements contained therein as true under penalties of
perjury.
---------------------------------
Timothy E. Smail, Treasurer
/s/ Kevin P. Maloney
----------------------------------
Kevin P. Maloney, President
<PAGE> 4
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
MORTGAGE BANKERS HOLDING CORP.
-------------------------------------------------
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
*****
WE, THE UNDERSIGNED, Stephen D. Replin and Lee D. Weinstein,
being respectively the president and the secretary, treasurer of Regatta Group,
Ltd. hereby certify:
1. The name of the corporation is MORTGAGE BANKERS HOLDING
CORP.
2. The certificate of incorporation of said corporation was
filed by the Department Of State on the 15th day of March,
1995, under the name of Regatta Group, Ltd.
3 (a) The certificate of incorporation is amended to:
increase the number of common shares the corporation has the
authority to issue from 5,000,000 at a par value of $.0001 per
share to 50,000,000 con~non shares at a par value of $.0001 per
share.
(b) To increase the number of preferred stock the
corporation has the authority to issue from 500,000 at a par value
of $.0001 per share to 5,000,000 at a par value of $.0001 per
share.
(c) The certificate of incorporation is amended to read
as follows:
The authorized capital stock of the corporation shall
consist of 50,000,000 shares of common stock at a par value of
$.0001 per share and 5,000,000 shares of preferred stock with a
par value of $.0001 per share.
4. The amendment was authorized in the following manner:
(a) By a unanimous written consent of the board of
directors, followed by the vote of a majority of all the
outstanding shares entitled to vote.
IN WITNESS WHEREOF, WE HAVE SIGNED THIS CERTIFICATE ON THE
15TH DAY-OF MARCH, 1996 AND WE AFFIRM THE STATEMENTS CONTAINED THEREIN AS TRUE
UNDER PENALTIES OF PERJURY.
/s/ Stephen D. Replin
------------------------------------
Stephen D. Replin
President
/s/ Lee D. Weinstein
-------------------------------------
Lee D. Weinstein
Secretary/Treasurer
<PAGE> 5
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MORTGAGE BANKERS HOLDING CORP.
(FORMERLY REGATTA GROUP, LTD.)
ARTICLE I
NAME
The name of the Corporation is Mortgage Bankers Holding Corp.
The name under which the Corporation was originally incorporated was "Regatta
Group, Ltd."
ARTICLE II
DURATION
The period of duration of the Corporation shall be perpetual.
ARTICLE III
PURPOSE
The purpose for which the Corporation is organized is to
transact any of all lawful business for which corporations may be incorporated
pursuant to the New York Business Corporation Law, provided that it is not
formed to engage in any act or activity requiring the consent or approval of any
state official, department, board, agency or other body without such consent or
approval first being obtained.
ARTICLE IV
CAPITAL STOCK
4.1 AUTHORIZED CAPITAL
The authorized capital stock of the Corporation shall consist
of 50,000,000 shares of common stock with a par value of $0.001 per share and
5,000,000 shares of preferred stock with a par value of $0.001 per share.
4.2 ISSUANCE OF COMMON AND PREFERRED STOCK IN SERIES
The Preferred Stock may be issued from time to time in one or
more series, the shares of each series to have such voting power, full or
limited, and such designations, preferences and relative, participating,
optional or other special rights and qualifications,
<PAGE> 6
limitations or restrictions thereof as are stated and expressed herein or in the
resolution or resolutions providing for the issue of such series adopted by the
board of directors.
4.2.1 AUTHORITY OF THE BOARD OF DIRECTORS
Authority is hereby expressly granted to the board of
directors, subject to the limitations prescribed by law, to authorize the issue
of one or more series of Common Stock and Preferred Stock, and with respect to
each such series to fix by resolution or resolutions providing for the issue of
each series the number of shares of such series, the voting powers, full or
limited, preferences and relative, participating, optional or other special
rights and the qualifications, limitations or restrictions thereof. The
authority of the board of directors with respect to each series of Preferred
Stock shall include, but not be limited to, the determination or fixing of the
following:
(a) The number of shares of such series;
(b) The designation of such series;
(c) The dividends of such series, the conditions and dates
upon which such dividends shall be paid and the relative rights and preferences
such dividends shall bear to the dividends payable on any other class or classes
of stock and whether such dividends shall be cumulative or noncumulative;
(d) Whether the shares of such series shall be subject to
redemption and, if so, the times, prices, rates, adjustments and other terms and
conditions of such redemption;
(e) The terms and amounts of any sinking fund provided for the
purchase or redemption of the shares of such series;
(f) Whether or not the shares of such series shall be
convertible into or exchangeable for shares of any other class or classes or of
any other series of any class or classes of stock of the corporation and, if
provisions be made for conversion or exchange, the times, prices, rates,
adjustments and other terms and conditions of such conversion or exchange;
(g) The extent, if any, to which the holders of the shares of
such series shall be entitled to vote with respect to the election of directors
or otherwise, including the right to elect a specified number or class of
directors, the number or percentage of votes required for certain actions, and
the extent to which a vote by class or series shall be required for certain
actions;
(h) The restrictions, if any, on the issue or reissue of any
Preferred Stock;
-2-
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(i) The rights of the holders of the shares of such series
upon the dissolution of, or upon the distribution of the assets of, the
corporation; and
(j) The extent, if any, to which any committee of the board of
directors may fix the designations and any of the preferences or rights of the
shares of such series relating to dividends, redemption, dissolution and
distribution of assets of the corporation or the conversion into or exchange of
such shares for shares of any other class or classes of stock of the corporation
or any other series of the same, or fix the number of shares of any such series
or authorize the increase or decrease in the shares of such series.
4.2.2 DIVIDENDS
Subject to any preferential rights granted for any series of
Preferred Stock, the holders of shares of the Common Stock shall be entitled to
receive dividends out of the funds of the corporation legally available therefor
at the rate and at the time or times, whether cumulative or noncumulative, as
may be provided by the board of directors. The holders of shares of the
Preferred Stock shall be entitled to receive dividends to the extent provided
herein or by the board of directors in designating the particular series of
Preferred Stock. The holders of shares of the Common Stock shall not be entitled
to receive any dividends thereon other than the dividends referred to in this
section.
4.2.3 VOTING
To the extent provided herein or by resolution or resolutions
of the board of directors providing for the issue of a class or series of Common
Stock or Preferred Stock, the holders of each such class or series shall have
the right to vote for the election of members of the board of directors of the
corporation and the right to vote on all other matters, except those matters as
to which New York law or these Articles provide for a separate vote.
4.2.4 Issuance of Shares
The corporation may from time to time issue any authorized and
unissued shares of Common Stock or Preferred Stock for such consideration as may
be fixed from time to time by the board of directors, without action by the
shareholders. The board of directors may provide for payment therefor to be
received by the corporation in cash, property, services or such other
consideration as is approved by the board of directors. Any and all such shares
of Common Stock or Preferred Stock, the issuance of which has been so
authorized, and for which consideration so fixed by the board of directors has
been paid or delivered, shall be deemed fully paid stock and shall not be liable
to any further call or assessment thereon.
-3-
<PAGE> 8
INCLUSIVE IN MBHC ARTICLES AND BYLAWS
4.3 DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK
4.3.1 DESIGNATIONS
The series of Series A Convertible Preferred Stock,
consisting of 2,000,000 shares, authorized herein, shall be designated herein as
the "Series A Preferred Stock." The powers, preferences and rights, and the
qualifications, limitations, and restrictions of the Series A Preferred Stock
are as follows:
4.3.2 DIVIDENDS
Dividends shall be declared and set aside for any shares
of the Series A Preferred Stock only upon resolution of the board of directors;
provided, that the holders of record of outstanding shares of the Series A
Preferred Stock shall not be entitled to receive any preference over any class
of stock of the corporation.
4.3.3 LIQUIDATION RIGHTS
Upon the voluntary or involuntary dissolution,
liquidation, or winding up of the corporation, the assets of corporation
available for distribution to its shareholders shall be distributed in the
following order and amounts:
(a) General. The holders of Series A Preferred Stock shall
be entitled to a liquidation preference in the amount of $1.00 per share of
Series A Common Stock over the holders of the corporation's Common Stock.
(b) Treatment of Sales of Assets or Acquisitions. The sale
and of all or substantially all of the assets of the corporation or the
acquisition of the corporation by another entity by means of merger,
consolidation or otherwise, resulting in the exchange of the outstanding shares
of the corporation for securities of or consideration issued, or caused to be
issued, by the acquiring entity or of its affiliates, shall be regarded as a
liquidation within the meaning of this Section 4.3.3; provided, however, that
each holder of Series A Preferred Stock or other shares of convertible preferred
stock of the corporation shall have the right to elect the benefits of the
provisions of Section 4.3.5 or other applicable conversion provisions; and
provided, further that this provision shall not apply if (i) the shareholders of
the corporation immediately prior to such consolidation, merger or sale of
assets will own a majority of the outstanding share of the surviving
corporation, or (ii) the consent or vote by holders of at least 66-2/3% of
Series A Preferred Stock then outstanding that such consolidation, merger, or
sale shall not be regarded as a liquidation within the meaning of this Section
4.3.3.
(c) Distributions Other Than Cash. Whenever the
distribution provided for in this Section 4.3.3 shall be payable in property
other than cash, the value of such distribution shall be fair market value of
such property as determined in good faith by the board of directors
4.3.4 VOTING POWER
Each holder of Series A Preferred Stock shall be entitled
to vote on all matters and shall be entitled to one (1) vote for each whole
share of Common stock into which such holder's shares of Series A Preferred
Stock could be converted at the record date for the determination of
shareholders entitled to vote on such matter or, if no such record date is
established, at the date on which notice of the meeting of shareholders at which
the vote to be taken is mailed, or the date any written consent of shareholders
is solicited if the vote is not to be at a meeting. (Except as otherwise
expressly provided by New York Law, the holders of shares of Series A Preferred
Stock, any other series of Preferred Stock, and Common Stock shall vote together
as a single class on all matters.)
<PAGE> 9
4.3.5 CONVERSION RIGHTS
The holders of the Series A Preferred Stock shall have the
following rights with respect of to the conversion of Series A Preferred Stock
into shares of Common Stock:
(a) General.
(i) Voluntary Conversion. Shares of the Series A
Preferred Stock may, at the option of the holder, be converted at any time,
after two years from the date of issuance, into such number of fully paid and
nonassessable shares of Common Stock as are equal to the product obtained by
multiplying ten (10) by the number of shares of Series A Preferred Stock being
converted, and in accordance with all terms and conditions of the "Preferred
Stock Standstill Agreement" attached herein.
(ii) Mandatory Conversion. Each share of Series A
Preferred Stock shall be converted automatically, without any further action by
the holders of such shares and whether or not the certificates representing such
shares are surrendered to the corporation or its transfer agent for the Common
Stock, into the number of shares of Common Stock into which such Series A
Preferred Stock is convertible pursuant to Section 4.3.5(a)(i) (the "Series A
Conversion Rate") upon the earlier of, (A) immediately prior to the closing of a
firmly underwritten, public offering by the corporation of its Common Stock,
registered under the Securities Act of 1933, as amended, or (B) upon the demand
of the corporation upon thirty (30) day's written notice in accordance with the
"Standstill Agreement."
(b) Adjustments to Conversion Rate.
(i) Extraordinary Common Stock Event. Upon the
happening of an Extraordinary Common Stock Event (as defined below) after the
date of the initial issuance of any shares of Series A Preferred Stock, the
Series A Conversion Rate shall, simultaneously with the happening of such
Extraordinary Common Stock Event, be adjusted by multiplying the then effective
Series A Conversion Rate by a fraction, the o numerator of which shall be the
number of shares of Common Stock outstanding immediately after such
Extraordinary Common Stock Event, and the denominator of which shall be the
number of shares of Common Stock outstanding immediately prior to such
Extraordinary Stock Event, and the product so obtained shall thereafter be the
Series A Conversion Rate. The Series A Conversion Rate, as so adjusted, shall be
readjusted in the same manner upon the happening of any successive Extraordinary
Common Stock Event or Events.
"Extraordinary Common Stock Event" shall mean (i) the
issuance of the additional shares of Common Stock as a dividend or other
distribution on outstanding Common Stock of the corporation, (ii) a subdivision
of outstanding shares of Common Stock into a greater number of shares of Common
Stock, or (iii) a combination of outstanding shares of Common Stock into a
smaller number shares of Common Stock
(c) Capital Reorganization or Reclassification. If the
Common Stock issuable upon the conversion of the Series A Preferred Stock shall
be changed into the same or different number of shares of any class or classes
of stock of the corporation, whether by capital reorganization, reclassification
or otherwise (other than an Extraordinary Common Stock Event provided for in
Section 4.3 .5(d)(i),) then and in each such event the holders of each share of
Series A Preferred Stock shall have the right thereafter to convert such shares
into the kind and amount of shares of stock and other securities and property
receivable upon such reorganization, reclassification, or change, all subject to
adjustment as provided herein.
(d) Exercise of Conversion Privilege To exercise its
conversion privilege, each holder of Series A Preferred Stock shall surrender
the certificate or certificates representing the shares being converted to the
corporation at its principal office, and shall give written notice to the
corporation at that office that such holder o elects to convert such shares.
Such notice shall also state the name or names (with address or addresses) in
which the certificate or certificates for shares of Common Stock issuable upon
such conversion shall be issued. The certificate or certificates for shares of
Series A Preferred Stock surrendered for conversion shall be accompanied by
proper assignment thereof to the corporation or in blank. The date when such
written notice is received by the corporation, together with the certificate or
certificates representing the shares of Series A Preferred Stock being
F.
<PAGE> 10
converted, shall be the "Series A Conversion Date." As promptly as practicable
after the Series A Conversion Date, the corporation shall issue and shall
deliver to the holder of the shares of Series A Preferred Stock being converted,
or on its written order, such certificate or certificates as it may request for
the number of whole shares of Common Stock issuable upon the conversion of such
shares of Series A Preferred Stock in accordance with the provisions of this
Section 4.3.5, cash in the amount of all declared and unpaid dividends on such
shares of Series A Preferred Stock up to and including the Series A Conversion
Date. Such conversion shall be deemed to have been effected immediately prior to
the close of business on the Series A Conversion Date, and at such time the
rights of the holder as holder of the converted shares of Series A Preferred
Stock shall cease and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have the holder or holders of record of the
shares of Common Stock represented thereby.
(e) Cash in Lieu of Fractional Shares. No fractional
shares of Stock or scrip representing fractional shares shall be issued upon the
conversion of shares of Series A Preferred Stock. but the corporation shall pay
to the holder of such shares a cash adjustment in respect of such fractional
shares in an amount equal to the same fraction of the market price per share of
the Common Stock (as determined in a reasonable manner prescribed by the board
of directors) at close of business on the Series A Conversion Date. The
determination as to whether or not any fractional shares are issuable shall be
based upon the total number of shares of Series A Preferred Stock being
converted at any one time by any holder thereof, not upon each share of be
Series A Preferred Stock being converted.
(f) Partial Conversion. In the event some but not all of
the shares of Series A Preferred Stock represented by a certificate or
certificates surrendered by a holder are converted, the corporation shall
execute and deliver to or on the order of the holder, at the expense of the
corporation, a new certificate representing the shares of Series A Preferred
Stock that were not converted.
(g) Reservation of Common Stock. The corporation shall at
all times reserve and keep available out of its authorized but unissued shares
of Common Stock, solely for the purpose of effecting the conversion of the
shares of the Series A Preferred Stock, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of the Series A Preferred Stock, and, if at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of all then outstanding shares of Series A Preferred
Stock, the corporation shall take such corporate action as may be necessary to
increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose.
(h) No impairment. The corporation will not, by amendment
of its certificate of incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the corporation, but
will at all times in good faith assist in the carrying out of all the provisions
of this Section 4.3 and in the taking of all such action as may be necessary or
appropriate in order to protect the conversion rights of the holders of the
Series A Preferred Stock against impairment.
4.3.6 REISSUANCE OF STOCK
No share or shares of Series A Preferred Stock redeemed,
converted, purchased, or otherwise acquired by the corporation shall be
reissued, and all such shares shall canceled, retired, and eliminated from the
shares which the corporation shall be authorized to issue. The corporation may
from time to time take such appropriate corporate action as may be necessary to
reduce the authorized number of shares of the Series Preferred Stock
accordingly.
4.3.7 REDEMPTION
The corporation shall not have the right to call for
redemption of all or any part of the Series A Preferred Stock. However, the
corporation shall have the right to purchase shares of Series A Preferred
<PAGE> 11
Stock pursuant to agreements within the holders thereof when such purchases are
approved by the board of directors.
ARTICLE V
PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF CAPITAL STOCK
No share of the common stock shall have any preference over or
limitation in respect to any other share of such common stock. All shares of
common stock shall have equal rights and privileges, including the following:
1. All shares of common stock shall share equally in
dividends. Subject to the applicable provisions of the laws of this State, the
Board of Directors of the Corporation may, from time to time, declare and the
Corporation may pay dividends in cash, property, or its own shares, except when
the Corporation is insolvent or when the payment thereof would render the
Corporation insolvent or when the declaration or A payment thereof would be
contrary to any restrictions contained in these Articles of Incorporation. When
any dividend is paid or any other distribution is made, in whole or in part,
from sources other than unreserved and unrestricted earned surplus, such
dividend or distribution shall be identified as such, and the source and amount
per share paid from each source shall be disclosed to the stockholder receiving
the same concurrently with the distribution thereof and to all other
stockholders not later than six months after the end of the Corporation's fiscal
year during which such distribution was made.
2. All shares of common stock shall share equally in
distributions in partial liquidation. Subject to the applicable provisions of
the laws of this State, the Board of Directors of the Corporation may
distribute, from time to time, to its stockholders in partial liquidation, out
of stated capital or capital surplus of the Corporation, a portion of its assets
in cash or property, except when the Corporation is insolvent or when such
distribution would render the Corporation insolvent. Each such distribution,
when made, shall be identified as a distribution in partial liquidation, out of
stated capital or capital surplus, and the source and amount per share paid from
each source shall be disclosed to all stockholders of the Corporation
concurrently with the distribution thereof. Any such distribution may be made by
the Board of Directors from stated capital without the affirmative vote of any
stockholders of the Corporation.
3. Each outstanding share of common stock shall be entitled to
one vote at stockholders' meetings, either in person or by proxy.
(b) The designations, powers, rights, preferences,
qualifications, restrictions, and limitations of the preferred stock shall be
established from time to time by the Corporation's Board of Directors, in
accordance with the New York Business Corporation Law.
(c) 1. Cumulative voting shall not be allowed in elections of
directors or for any purpose.
2. No holders of shares of common stock of the Corporation
shall be entitled, as such, to any preemptive or preferential right to subscribe
to any unissued stock or any other securities which the Corporation may now or
hereafter be authorized to issue. The Board of Directors of the Corporation,
however, in its discretion by resolution, may determine that any unissued
securities of the Corporation shall be offered for subscription solely to the
holders of common stock of the Corporation, or solely to the holders of any
class or classes of such stock, which the Corporation may now or hereafter be
authorized to issue, in such proportions based on stock ownership as said board
in its discretion may determine.
3. The Board of Directors may restrict the transfer of any
of the Corporation's stock issued by giving the Corporation or any stockholder
"first right of refusal to purchase" the stock, by making the stock redeemable,
or by restricting the transfer of the stock under such terms and in such manner
as the directors may deem necessary and as are not inconsistent with the laws of
this State. Any stock so restricted must carry a
<PAGE> 12
conspicuous legend noting the restriction and the place where such restriction
may be found in the records of the Corporation.
4. The judgment of the Board of Directors as to the
adequacy of any consideration received or to be received or to be received from
any shares, options, or any other securities which the Corporation at any time
may be authorized to issue or sell or otherwise dispose of shall be conclusive
in the absence of fraud, subject to the provisions of these Articles of
Incorporation and any applicable law.
ARTICLE VI
CORPORATION OFFICE
The office of the Corporation is to be located in the county
of Allegheny, Commonwealth of Pennsylvania.
ARTICLE VII
The Secretary of State is designated as agent of the
Corporation upon whom process against it may be served. The post office address
to which the Secretary of State shall mail a copy of process against the
Corporation served upon him is:
4939 Buttermilk Hollow Road
West Mifflin, PA 15122
ARTICLE VIII
DIRECTORS
The affairs of the Corporation shall be governed by a board of
directors, who shall be elected in accordance with the By-laws of the
Corporation. The number of directors shall be fixed by or in the manner provided
in the By-laws of the Corporation, as may be amended from time to time.
ARTICLE IX
TRANSACTIONS WITH DIRECTORS AND OTHER INTERESTED PARTIES
No contract or other transaction between the Corporation and
any other corporation, whether or not a majority of the shares of the capital
stock of such other corporation is owned by the Corporation, and no act of the
Corporation shall in any way be affected or invalidated by the fact that any of
the directors of the Corporation pecuniarily or otherwise interested in, or are
directors or officers of, such other corporation. Any director of the
corporation, individually, or any firm with which such director is affiliated
may be a party to or any be pecuniarily or otherwise interested in any contract
or transaction of the Corporation; provided, however, that the fact that he/she
or such firm is so interested shall be disclosed or shall have been known to the
Board of Directors of the Corporation, or a majority thereof, at or before the
entering into of such contract or transaction; and any director of the
Corporation who is also a director or officer of such other corporation, or who
is so interested, may be counted in determining the existence of a quorum at any
meeting of the Board of Directors of the Corporation which shall authorize such
contract or transaction, with like force and effect as if he were not such
director of officer of such other corporation or not so interested.
<PAGE> 13
ARTICLE X
LIMITATION OF DIRECTOR LIABILITY AND INDEMNIFICATION
No director of the Corporation shall have liability to the
Corporation or to its stockholders or to other security holders of monetary
damages for breach of fiduciary duty as a director; provided, however, that such
provisions shall not eliminate or limit the liability of a director to the
Corporation or to its shareholders or other security holders for monetary
damages for: (i) any breach of the director's duty of loyalty to the Corporation
or to its shareholders or other security holders; (ii) acts or omissions of the
director not in good faith or which involve intentional misconduct or a knowing
violation of the law by such director; (iii) acts by such director as specified
by the New York Business Corporation Law; or (iv) any transaction from which
such director derived an improper personal benefit.
No officer or director shall be personally liable for any
injury to person or property arising out of a tort committed by an employee of
the Corporation unless such officer or director was personally involved in the
situation giving rise to the injury or unless such officer or director committed
a criminal offense. The protection afforded in the preceding sentence shall not
restrict other common law protections and rights that an officer or director may
have.
The word "director" shall include at least the following,
unless limited by New York law: an individual who is or was a director of the
Corporation and an individual who, while a director of a Corporation is or was
serving at the Corporation's request as a director, officer, partner, trustee,
employee or agent of any other foreign or domestic corporation or of any
partnership, joint venture, trust, other enterprise or employee benefit plan. A
director shall be considered to be serving at the Corporation's request if his
duties to the Corporation also impose duties on or otherwise involve services by
him to the plan or to participants in or beneficiaries of the plan. To the
extent allowed by New York law, the word "director" shall also include the heirs
and personal representatives of all directors.
This Corporation shall be empowered to indemnify its officers
and directors to the fullest extent provided by law, including but not limited
to the provisions set forth in the New York Business Corporation Law, or any
successor provision.
-11-
<PAGE> 14
CT CORPORATION SYSTEM
[CT LETTERHEAD]
November 27, 1996
Ray Sobieralski
Mortgage Bankers Holding Corp.
4939 Buttermilk Hollow Road
West Mifflin PA 15122
Re: Mortgage Bankers Holding Corp.
Order #: 609008
Dear Ray:
As requested, the amendment for the above named company was filed in the state
of New York on November 15, 1996. Evidence of the filing is enclosed.
As always, please contact me with any questions.
Very truly yours,
/s/ Marcey L. Privett
Marcey L. Privett
customer Specialist
/mlp
Enclosure
<PAGE> 15
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
MORTGAGE BANKERS HOLDING CORP
UNDER SECTION 805 OF THE
BUSINESS CORPORATION LAW
MORTGAGE BANKERS CORP
4939 BUTTERMILK HOLLOW ROAD
WEST MIFFLIN, PA 15122
<PAGE> 16
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
REGATTA GROUP, LTD.
--------------------------------------------------------------------------------
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
WE, THE UNDERSIGNED, Raymond P. Sobieralski and Mark R. Sullivan, being
respectively the Chairman of the Board / President and the Secretary Regatta
Group, Ltd. hereby certify:
1. The name of the Corporation is Regatta Group, Ltd.
2. The certificate of the incorporation of said corporation was filed
by the Department of State on the Fifteenth (15) day of March, 1995.
3. (a) The certificate of incorporation is amended to reflect the name
change of the corporation and the amendments of the sections below listed of the
corporation.
(b) To effect the foregoing, ARTICLE I, shall be amended to read;
The name of the Corporation is Mortgage Bankers Holding Corp.
(c) ARTICLE IV is amended to effectuate a reverse stock split of the
capital stock namely the common stock and the preferred stock. ARTICLE IV, prior
to the submission of this amendment reads as follows:
The authorized capital stock of the corporation shall consist of
50,000,000 shares of common stock with a par value of $0.0001 per share and
5,000,000 shares of preferred stock with a par value of $0.0001 per share.
(d) To effect the foregoing ARTICLE IV shall be amended to read;
The authorized capital stock of the corporation shall consist of
5,000,000 shares of common stock with a par value of $0.0001 per share and
500,000 shares of preferred stock with a par value of $0.0001 per share.
(e) ARTICLE VII, which relates to the service of process address is
amended as follows: The Secretary of State is designated as agent of the
Corporation upon whom process against it may be served. The post office address
to which the Secretary of State shall mail a copy of any process against the
Corporation served upon him is: 4939 BUTTERMILK HOLLOW ROAD,
WEST MIFFLIN, PA 15122
<PAGE> 17
4. The amendments were authorized in the following manner:
(a) by unanimous written consent of the board of directors followed
by;
(b) By the vote of a majority of all outstanding shares entitled to
vote at a special meeting of the shareholders which was held
July 31, 1996 at 10:00 am EST in Pittsburgh, Pennsylvania.
IN WITNESS WHEREOF, we have signed this certificate on the First (1) day of
August, 1996 and we affirm the statements contained therein as true under
penalties of perjury.
/s/ Raymond P. Sobieralski
---------------------------
Signature
By: Raymond P. Sobieralski
Its: Chairman of the Board, President
(seal)
/s/ Mark R. Sullivan
---------------------------
Signature
By: Mark R. Sullivan
Its: Secretary
<PAGE> 18
STATE OF NEW YORK } SS:
DEPARTMENT OF STATE
I hereby certify, that the certificate of Incorporation of NATIONAL INSTITUTE
COMPANIES OF AMERICA, INC. was filed on 03/15/1995, under the name of REGATTA
GROUP, LTD., with perpetual duration, and that a diligent examination has been
made of the Corporate index for documents filed with this Department for a
certificate, order, or record of a dissolution, and upon such examination, no
such certificate, order or record has been found, and that so far as indicated
by the records of this Department, such corporation is a subsisting corporation.
A Certificate of Amendment REGATTA GROUP, LTD., changing its name to MORTGAGE
BANKERS HOLDING CORP., was filed 10/17/1996.
A Certificate of Amendment MORTGAGE BANKERS HOLDING CORP., changing its name to
NATIONAL INSTITUTE COMPANIES OF AMERICA, INC., was filed 03/03/2000.
The Biennial Statement is past due.
***
[STATE OF NEW YORK SEAL] Witness my hand and the
official seal of the
Department of State at the
City of Albany, this 24th day
of March two thousand.
/s/ ?????????????
Special Deputy Secretary of State
<PAGE> 19
STATE OF NEW YORK } SS:
DEPARTMENT OF STATE
I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.
WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAR 24, 2000
[STATE OF NEW YORK SEAL]
/s/ ?????????????
Special Deputy Secretary of State
DOS-1266 (5/96)
<PAGE> 20
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
Mortgage Bankers Holding Corp.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW.
--------------------------------------------------------------------------------
1. The name of the corporation is Mortgage Bankers Holding Corp.
2. The certificate of Incorporation of said corporation was flIed by the
Department of State on the 15tH day of March, l995.
3. The certificate of Incorporation is amended to
Change the name of the corporation.
To effect the foregoing Article One:
First: The name of the company is:
National Institute Companies of America, Inc.
4. The amendment(s) was/were authorized in the following manner:
Board of Directors and Shareholders.
/s/ KEVIN P. MALONEY
---------------------------------
KEVIN P. MALONEY, PRESIDENT
<PAGE> 21
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
MORTGAGE BANKERS HOLDING CORP
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
National Institute Companies of America, Inc.
55 S. Main Street
2nd Floor
Washington, PA 15301
<PAGE> 22
CT CORPORATION SYSTEM
[CT LETTERHEAD]
March 28, 2000
Kevin P. Maloney
National Institute Companies Of America, Inc.
55 S. Main Street
2nd Floor
Washington PA 15301
Re: National Institute Companies of America, Inc.
ORDER#: 2130508
Dear Kevin:
As requested, attached is one Good Standing Certificate and one certified copy
of the name change amendment as released by the New York Department of State.
If you have any questions, please feel free to contact me.
Very truly yours,
/s/ Marcey L. Smith
Marcey L. Smith
Customer Specialist
/mls
Enclosure
