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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
WFS RECEIVABLES CORPORATION 2
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FIRST: The name of this Corporation is
WFS Receivables Corporation 2
SECOND: (a) Subject to paragraph (b) below, the purpose of
this Corporation is to engage in any lawful act or activity for
which a corporation may be organized under the Nevada Revised
Statutes.
(b) Notwithstanding paragraph (a) above, the purposes of
this Corporation are limited to the following (and activities
incidental to and necessary to accomplish the same): to act as
originator of one or more series of grantor or owner trusts
("Trusts") owning retail installment sales contracts and
installment loans secured by new and used automobiles and
light-duty trucks ("Contracts") and to buy, sell or pledge
Contracts in connection therewith.
THIRD: The name and address in this State of this
Corporation's resident agent for service of process is:
David A. Guay
WFS Receivables Corporation 2
6655 W. Sahara Blvd.
Las Vegas, Nevada 89102
FOURTH: The Corporation is authorized to issue only one
class of shares of stock, which shall be common stock without par
value; and the total number of shares that this Corporation is
authorized to issue shall be Ten Thousand (10,000).
FIFTH: Notwithstanding any other provision of these
Articles of Incorporation and any provision of law, the
Corporation shall not do any of the following:
(a) Without the unanimous affirmative vote of the members
of the Board of Directors of the Corporation (which must include
the vote of all duly appointed Independent Directors (as
hereafter defined), (i) dissolve or liquidate pursuant to
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Nevada Revised Statutes Section 78.580, in whole or in part, or
institute proceedings to be adjudicated bankrupt or insolvent,
(ii) consent to the institution of bankruptcy or insolvency
proceedings against it, (iii) file a petition seeking or
consenting to reorganization or relief under any applicable
federal or state law relating to bankruptcy, (iv) consent to the
appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Corporation or
any substantial part of its property, (v) make a general
assignment for the benefit of creditors, (vi) admit in writing
its inability to pay its debts as they become due, or (vii) take
any corporate action in furtherance of the actions set forth in
clauses (i) through (vi) of this paragraph, provided, however,
that no director may be required by any shareholder of the
Corporation to consent to the institution of bankruptcy or
insolvency proceedings against the Corporation so long as it is
solvent; or
(b) Without the unanimous affirmative vote of the members
of the Board of Directors of the Corporation, merge or
consolidate with any other corporation, company or entity; or
(c) So long as any outstanding debt of the Corporation or
the outstanding securities issued by any trust of which the
Corporation is the originator, in whole or in part, are rated by
any nationally recognized statistical rating organization, the
Corporation shall not issue notes or otherwise incur debt unless
(i) the Corporation has made a written request to the related
nationally recognized statistical rating organization to issue
notes or incur borrowings which notes or borrowings are rated by
the related nationally recognized statistical rating organization
the same as or higher than the rating afforded such rated debt or
securities, or (ii) such notes or borrowings (A) are fully
subordinated (and shall provide for payment only after payment in
respect of all outstanding rated debt or securities) and are
nonrecourse against any assets of the Corporation other than the
assets pledged to secure such notes or borrowings, (B) do not
constitute a claim against the Corporation in the event such
assets are insufficient to pay such notes or borrowings, and (C)
where such notes or borrowings are secured by the rated debt or
securities, are fully subordinated (and provide for payment only
after payment in respect of all outstanding rated debt and
securities) to such rated debt and securities; or
(d) Engage in any business except as permitted under
Article SECOND of these Articles of Incorporation.
SIXTH: (a) Until July 14, 2000 the Corporation shall have
three directors, whose names and addresses are as set forth below
and shall have on and at all times after July 14, 2000, except as
noted hereafter, five directors at least two of which are
Independent Directors, as defined herein. An "Independent
Director is a director who is not (i) a director, officer or
employee of any affiliate of the Corporation; (ii) a person
related to any officer or director of any affiliate of the
Corporation; (iii) a holder (directly or indirectly of
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more than 10% of any voting securities of any affiliate of the
Corporation; or (iv) a person related to a holder (directly or
indirectly) of more than 10% of any voting securities of any
affiliate of the Corporation. In the event of the death,
incapacity, resignation or removal of all Independent Directors,
the Board of Directors of the Corporation shall promptly appoint
an Independent Director for each Independent Director whose
death, incapacity, resignation or removal caused the related
vacancy on the Board of Directors; provided, however, that the
Board of Directors shall not vote on any matter unless and until
at least two Independent Directors have been duly appointed to
serve on the Board of Directors. Subject to the foregoing
requirements regarding Independent Directors, except for a
vacancy created by the removal of a director, vacancies on the
Board of Directors may be filled by a majority of the remaining
directors, whether or not less than a quorum, or by a sole
remaining director. The shareholders, by the vote of a majority
of the outstanding shares entitled to vote, may elect a director
at any time to fill any vacancy not filled by the remaining
directors
(b) The initial Board of Directors shall consist of three
(3) members. The initial directors of the Corporation are:
Joy Schaefer
23 Pasteur
Irvine, California 92618
Lee Whatcott
23 Pasteur
Irvine, California 92618
David Guay
6655 West Sahara, Suite A-212
Las Vegas, Nevada 89102
SEVENTH: The Corporation shall at all times after July 14,
2000, except as noted hereafter, have at least one executive
officer (an "Independent Officer") who is not (i) a director,
officer or employee of any affiliate of the Corporation; (ii) a
person related to any officer or director of any affiliate of the
Corporation; (iii) a holder (directly or indirectly) of more than
10% of any voting securities of any affiliate of the Corporation;
or (iv) a person related to a holder (directly or indirectly) of
more than 10% of any voting securities of any affiliate of the
Corporation. In the event of the death, incapacity, resignation
or removal of the Independent Officer, the Board of Directors of
the Corporation shall promptly appoint an Independent Officer for
the Independent Officer whose death, incapacity,
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resignation or removal caused the related vacancy.
EIGHTH: The Corporation shall insure at all times that (a)
it maintains separate corporate records and books of account from
those of Western Financial Bank (the "Bank") and its affiliates,
and (b) none of the Corporation's assets will be commingled with
those of the Bank or any of its affiliates.
NINTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in these Articles in any
manner now or hereafter provided herein or by statute; and, all
rights, preferences and privileges conferred by these Articles
upon shareholders, directors or any other person are granted
subject to such right; provided, however, that the Corporation
shall not amend, alter, change or repeal any provision of
Articles SECOND and FIFTH through NINTH (the "Restricted
Articles") without the unanimous vote of the full Board of
Directors and provided, further, that the Corporation shall not
amend or change any Article so as to be inconsistent with the
Restricted Articles without the unanimous vote of the full Board
of Directors.
TENTH: The liability of the Directors of the Corporation
for monetary damages shall be eliminated to the fullest extent
permissible under Nevada law.
ELEVENTH: This Corporation is authorized to provide
indemnification of directors, officers, employees and agents
through bylaw provisions, agreements with agents, vote of
shareholders or disinterested directors or otherwise, in excess
of the indemnification otherwise permitted by Sections 78.7502
and 78.751 of the Nevada Revised Statutes, subject only to the
applicable limits set forth therein.
TWELFTH: The initial incorporator of this Corporation is:
Karin Stricker
1700 Bank America Plaza
300 S. Fourth Street
Las Vegas, NV 89101
_/S/ KARIN STRIKER June 28, 2000
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Karin Stricker
1700 Bank America Plaza
300 S. Fourth Street
Las Vegas, NV 89101
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