<PAGE>
Exhibit 3(a)
ARTICLES OF INCORPORATION
OF
NEW D FINANCIAL CORPORATION
To the Secretary of State of the State of Iowa:
I, the undersigned, acting as incorporator of a corporation under the
Iowa Business Corporation Act, Chapter 496A, Code of Iowa, hereby adopt the
following Articles of Incorporation for such corporation:
I.
The name of the corporation is New D Financial Corporation.
II.
The period of its duration is perpetual.
III.
The purpose which the corporation is authorized to pursue is the
transaction of any or all lawful businesses for which the corporation may be
incorporated under the Iowa Business Corporation Act.
IV.
In addition to the powers now or hereafter conferred upon the
corporation by the laws of the State of Iowa, the corporation may conduct its
business and carry on its operations with, through, on behalf of, or in the name
of any other corporation or any natural person or under any trade name or names,
and it may do every other act and thing incidental or appurtenant to or growing
out of or connected with any of its purposes to the extent it shall be lawful
for it so to do, and it may effect any of its purposes, either as principal,
agent, partner or otherwise, and either alone or in association with any other
person, firm, association, partnership or corporation.
V.
The total number of shares of all classes of stock which the
corporation shall have authority to issue is 1,000 shares, which shall be
designated Common Stock, and which shares shall have no par value.
No holder of any shares of the corporation, whether now or hereafter
authorized, shall have or be entitled to any preemptive or preferential right to
acquire any unissued shares or treasury shares of the corporation, whether now
or hereafter authorized or acquired, or any other securities or obligations
convertible into such shares or carrying a right to subscribe to or acquire such
shares.
<PAGE>
No cumulative voting shall be permitted at any election for directors
of the corporation.
VI.
The address of the initial registered office of this corporation is
207 Ninth Street, Des Moines, Polk County, Iowa, and the initial registered
agents at such address are Richard Levitt and Richard J. Brinkman.
VII.
The number of directors constituting the initial Board of Directors of
the corporation is one (1), and the name and address of the person who is to
serve as director until the first annual meeting of shareholders or until his
successor is elected and qualified is Walter C. Johnson, 1200 Northwestern Bank
Building, Minneapolis, Minnesota 55402.
VIII.
No contract, act or other transaction between the corporation and any
person or persons, partnership, corporation or association shall be affected or
invalidated by the fact that any one or more of the shareholders, directors, or
officers of the corporation is interested in, or is a shareholder, director or
officer of such other corporation or association, or is a party to or interested
in such contract, act or other transaction or in any way connected with such
person or persons, partnership, association or corporation, or that in any
transaction between the corporation and another corporation either of them is a
shareholder in the other. Any person who may become a director of the
corporation is hereby relieved from all disability or liability arising out of
any contract in good faith with the corporation for the benefit of himself or
any person or persons, partnership, association or corporation in which he may
have or represent a financial interest. Any director of the corporation who is
also a director or officer or otherwise interested in such other corporation or
who is interested in any such other partnership or association may be counted in
determining the existence of a quorum, at any meeting of the Board of Directors
of the corporation, which shall authorize any such contract, act or transaction,
and may vote thereat to authorize any such contract, act or transaction with
like force and effect as if he were not such officer or director or not so
interested in such other corporation, partnership or association.
IX.
The name and address of the incorporator of this corporation is Bruce
M. Engler, 1300 Northwestern Bank Building, Minneapolis, Minnesota 55402.
Dated: August 18, 1982
/s/ Bruce M. Engler
----------------------------------
Bruce M. Engler
<PAGE>
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On this 18th day of August, 1982, before me, June Parell, a Notary
Public, personally appeared Bruce M. Engler, to me known to be the person named
in and who executed the foregoing Articles of Incorporation, and acknowledged
that he executed the same as his voluntary act and deed.
/s/ June M. Parell
----------------------------------
Notary Public
(NOTARIAL SEAL)
<PAGE>
ARTICLES OF MERGER
OF
DIAL CORPORATION
INTO
NEW D FINANCIAL CORPORATION
--------------------------------------
Pursuant to Section 496A.72 of the Iowa Business Corporation Act, New
D Financial Corporation, an Iowa corporation (hereinafter referred to as the
"surviving corporation"), does hereby adopt the following Articles of Merger
relating to the merger of Dial Corporation, an Iowa corporation (hereinafter
referred to as the "subsidiary corporation"), with and into the surviving
corporation:
ARTICLE I
Attached hereto as Exhibit A is the plan of merger for the merger of
the subsidiary corporation with and into the surviving corporation.
ARTICLE II
The number of outstanding shares of each class of the subsidiary
corporation and the number of such shares of each class owned by the surviving
corporation are as follows:
Number of Shares Number of Shares Owned
Outstanding Class by Surviving Corporation
---------------- ----- ------------------------
208,978,612 Common Stock 208,978,612
ARTICLE III
The surviving corporation is the owner of all of the issued shares of
the subsidiary corporation and the surviving corporation waived the mailing of a
copy of the plan of merger.
<PAGE>
IN WITNESS WHEREOF, New D Financial Corporation has caused these
Articles of Merger to be executed in its name by its President and its Secretary
as of this 1st day of September, 1982.
NEW D FINANCIAL CORPORATION
By /s/ Jack W. Greene
-----------------------------
Jack W. Greene, President
and
By /s/ David A. McGowan
-----------------------------
David A. McGowan, Secretary
STATE OF IOWA )
) ss:
COUNTY OF POLK )
On this 1st day of September, 1982, before me, a Notary Public in and for said
county, personally appeared Jack W. Greene, to me personally known, who being by
me duly sworn did say that he is President of said corporation, that the seal
affixed to said instrument is the seal of said corporation and that said
instrument was signed and sealed on behalf of the said corporation by authority
of its board of directors and the said Jack W. Greene acknowledged the execution
of said instrument to be the voluntary act and deed of said corporation by it
voluntarily executed.
/s/ Linda J. Walter
----------------------------------
Notary Public
My Commission Expires:
<PAGE>
PLAN
AND
AGREEMENT OF MERGER
--------------------------------
Pursuant to the requirements of section 496A.72 of the Iowa Business
Corporation Act, the following shall be the plan of merger for the merger of
Dial Corporation, an Iowa corporation (hereinafter referred to as the
"subsidiary corporation"), with and into New D Financial Corporation, an Iowa
corporation (hereinafter referred to as the "surviving corporation"), which
surviving corporation owns all of the outstanding capital stock of the
subsidiary corporation (said merger being hereinafter called the "Merger").
FIRST: The name of the subsidiary corporation is Dial Corporation and
the name of the corporation owning at least ninety percent of its shares is
New D Financial Corporation.
SECOND: The manner and basis of converting the shares of the
subsidiary corporation shall be as follows:
1. All of the outstanding shares of the subsidiary corporation shall
be cancelled.
2. All shares of the subsidiary corporation held in the treasury of
the subsidiary corporation shall be cancelled.
THIRD: Each employee benefit plan sponsored, administered or
maintained by the subsidiary corporation immediately preceding the
Effective Time of the Merger shall be assumed and approved by the surviving
corporation at the Effective Time of the Merger, and each such employee
benefit plan shall be sponsored, administered or maintained by the
surviving corporation following the Effective Time of the Merger, all
without further action on its part. Individuals serving on any committee or
committees established or maintained pursuant to the terms of any such
employee benefit plan or in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended, (hereinafter called the
"Act"), and any other person serving in any other capacity or capacities
pursuant to the terms of any such employee benefit plan or the provisions
of the Act immediately preceding the Effective Time of the Merger, shall
continue to serve on said committee or committees or in said capacity or
capacities at and following the Effective Time of the Merger without
further action on the part of the surviving corporation. The term "employee
benefit plan" shall include, where appropriate, any related trust
established in conjunction with, or pursuant to the terms of any such plan
or the provisions of the Act. Nothing herein shall be construed to limit or
modify the right of the surviving corporation (i) to terminate or amend any
employee benefit plan in accordance with its terms or with the provisions
of the Act; (ii) to remove individuals from such committees or to replace
persons acting in any such capacity or capacities; or (iii) to appoint
other individuals to serve on such committees or appoint other persons to
serve in such capacities.
<PAGE>
FOURTH: For the benefit of the holders of notes, debentures or any
other evidences of indebtedness (hereinafter called the "obligations") for
borrowed money of the subsidiary corporation, at the Effective Time of the
Merger, the due and punctual payment of the principal of and interest and
premium, if any, on all of the obligations, and the due and punctual
performance and observance of all of the covenants and conditions of each
of the obligations (as well as of the loan agreements pursuant to which
such obligations were issued, sold or delivered), shall be expressly
assumed by the surviving corporation by operation of this provision and
without the necessity of further action on the part of the surviving
corporation. Notwithstanding the foregoing, the surviving corporation may
take any and all further actions it deems necessary or appropriate,
unilaterally or at the request of a holder or holders of an obligation or
obligations, to evidence, restate or expand upon the foregoing assumptions
or further satisfy such holders that each and all of the conditions or
covenants contained in or relating to such obligations have been complied
with or satisfied.
FIFTH: The effective date of the Merger shall be the date on which the
Secretary of State of the State of Iowa issues a certificate of merger and
the Effective Time of the Merger shall be 1:30 p.m. on such effective date.
IN WITNESS WHEREOF, each of the parties hereto has caused this Plan
and Agreement of Merger to be signed in its corporate name by its President or a
Vice President and by its Secretary or an Assistant Secretary and its corporate
seal to be affixed hereto and attested by its Secretary or Assistant Secretary
as of this 1st day of September, 1982.
DIAL CORPORATION
(Corporate Seal) By /s/ David C. Wood
-----------------------------
Vice President
By /s/ Alfred Z. Winick
-----------------------------
Secretary
Attest:
/s/ Alfred Z. Winick
------------------------------
Secretary
<PAGE>
NEW D FINANCIAL CORPORATION
By /s/ David C. Wood
-----------------------------
Vice President
(Corporate Seal)
By /s/ Alfred Z. Winick
-----------------------------
Assistant Secretary
Attest:
/s/ Alfred Z. Winick
-----------------------------
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
NEW D FINANCIAL CORPORATION
To the Secretary of State
of the State of Iowa:
Pursuant to the provisions of Section 58 of the Iowa Business Corporation Act,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is New D Financial Corporation and
the effective date of its incorporation was the 19th day of August, 1982.
2. The following resolution amending the Articles of Incorporation
of the corporation was adopted by written consent of the sole shareholder of the
corporation dated as of September 1, 1982:
RESOLVED, that Article I of the Articles of Incorporation of New D
Financial Corporation be amended to read in its entirety as follows:
"I.
The name of the corporation is Dial Financial Corporation."
3. The number of shares outstanding on the date of adoption of the
amendment was 1,000. All of the outstanding shares were entitled to vote
thereon.
4. The number of shares voted for the amendment was 1,000. No shares
were voted against the amendment.
Dated: September 1, 1982.
NEW D FINANCIAL CORPORATION
By /s/ Jack W. Greene
-----------------------------
Jack W. Greene, President
By /s/ David A. McGowan
-----------------------------
David A. McGowan, Secretary
(CORPORATE SEAL)
<PAGE>
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On this 1st day of September, 1982, before me, Bruce M. Engler, a
Notary Public, personally appeared Jack W. Greene, to me personally known, who
being by me duly sworn did say that he is President of New D Financial
Corporation, that the seal affixed to the foregoing instrument is the seal of
said corporation and that said Articles of Amendment were signed and sealed on
behalf of said corporation by authority of its Board of Directors and the said
Jack W. Greene acknowledged the execution of the foregoing instrument to be the
voluntary act and deed of said corporation by it voluntarily executed.
/s/ Bruce M. Engler
----------------------------------
Notary Public
(NOTARIAL SEAL)
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
DIAL FINANCIAL CORPORATION
Pursuant to the provisions of Section 58 of the Iowa Business Corporation Act,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is Dial Financial Corporation and the
effective date of its incorporation was the 19th day of August, 1982. The
original name of the corporation was New D Financial Corporation.
2. The following resolution amending the Articles of Incorporation
of the corporation was adopted by written consent of the sole shareholder of the
corporation dated as of April 1, 1983.
NAME CHANGE - NORWEST FINANCIAL, INC. RESOLVED,
that Article I of the Articles of Incorporation of Dial Financial Corporation
be amended effective May 1, 1983 to read in its entirety as follows:
I.
The name of the corporation is Norwest Financial, Inc.
3. The number of shares outstanding on the date of adoption of the
amendment was 1,000. All of the outstanding shares were entitled to vote
thereon.
4. The number of shares voted for the amendment was 1,000. No shares
were voted against the amendment.
5. The date on which the amendment shall become effective is May 1,
1983.
Dated April 11, 1983.
DIAL FINANCIAL CORPORATION
By /s/ David C. Wood
-----------------------------
Vice President
By /s/ Alfred Z. Winick
-----------------------------
Secretary
<PAGE>
STATE OF IOWA )
) ss:
COUNTY OF POLK )
On this 11th day of April, 1983, before me, a Notary Public in and for said
county, personally appeared David C. Wood and Alfred Z. Winick, to me personally
known, who being by me duly sworn did say that they are Vice President and
Secretary, respectively, of said corporation, that the seal affixed to said
instrument is the seal of said corporation and that said instrument was signed
and sealed on behalf of the said corporation by authority of its board of
directors and that the said David C. Wood and Alfred Z. Winick acknowledged the
execution of said instrument to be the voluntary act and deed of said
corporation by it voluntarily executed.
/s/ Linda J. Walter
----------------------------------
Notary Public
My Commission Expires:
<PAGE>
I, Steve R. Wagner, hereby certify that I am Vice President of Norwest Financial
Corporation and Assistant Secretary of each of the other corporations listed in
Column A below; each of such corporations, by these presents, gives its consent
to each of the other corporations listed in Column A to use the name (if any)
set forth in Column B opposite each of such corporation's name in Column A. In
addition, each of the corporations listed in Column A, by these presents, gives
its consent to Dial Financial Corporation to use the names Norwest Financial,
Inc. and Norwest Financial Iowa, Inc. and to Dial Corporation to use the name
Norwest Financial Services, Inc.
<TABLE>
<CAPTION>
Column A Column B
-------- --------
<S> <C>
Dial Leasing Corporation of Iowa Norwest Financial Leasing Iowa, Inc.
Dial Leasing Company of Des Moines Norwest Financial Leasing Des Moines, Inc.
Dial Leasing Corporation Norwest Financial Leasing, Inc.
First Dial Corporation Norwest Financial Business Credit, Inc.
Dial Finance Company of Georgia Norwest Financial Georgia, Inc.
Dial Finance Company No. 1 Norwest Financial Iowa 2, Inc.
DialPlan, Inc. Norwest Financial Iowa 1, Inc.
Dial Finance Company of Illinois Norwest Financial Illinois, Inc.
</TABLE>
Dated April 19, 1983.
/s/ Steve R. Wagner
----------------------------------
Steve R. Wagner
<PAGE>
I, David C. Wood, hereby certify that I am a Vice President and General Counsel
of Dial Financial Corporation and Dial Corporation; Dial Financial Corporation,
by these presents, gives its consent to Dial Corporation to use the name Norwest
Financial Services, Inc. and Dial Corporation, by these presents, gives its
consent to Dial Financial Corporation to use the names Norwest Financial, Inc.
and Norwest Financial Iowa, Inc. In addition, Dial Financial Corporation and
Dial Corporation, by these presents, each gives its consent to each of the
corporations listed in Column A below to use the name set forth in Column B
opposite its name in Column A.
<TABLE>
<CAPTION>
Column A Column B
-------- --------
<S> <C>
Norwest Financial Corporation
Dial Leasing Corporation of Iowa Norwest Financial Leasing Iowa, Inc.
Dial Leasing Company of Des Moines Norwest Financial Leasing Des Moines, Inc.
Dial Leasing Corporation Norwest Financial Leasing, Inc.
First Dial Corporation Norwest Financial Business Credit, Inc.
Dial Finance Company of Georgia Norwest Financial Georgia, Inc.
Dial Finance Company No. 1 Norwest Financial Iowa 2, Inc.
DialPlan, Inc. Norwest Financial Iowa 1, Inc.
Dial Finance Company of Illinois Norwest Financial Illinois, Inc.
</TABLE>
Dated: April 19, 1983.
/s/ David C. Wood
----------------------------------
David C. Wood
<PAGE>
ARTICLES OF AMENDMENT
OF
NORWEST FINANCIAL, INC.
To the Secretary of State
of the State of Iowa
Pursuant to the provisions of the Iowa Business Corporation Act, the
corporation hereinafter named (the "corporation") does hereby submit the
following Articles of Amendment.
1. The name of the corporation is Norwest Financial, Inc.
2. Article I of the Articles of Incorporation of the corporation is
hereby amended so as to read as follows:
"The name of the corporation is Wells Fargo Financial, Inc."
3. The date of adoption of the aforesaid amendment was January 28,
2000.
4. The designation, the number of outstanding shares, the number of
shares entitled to be cast by the voting group entitled to vote on the said
amendment, and the number of votes of the voting group indisputably represented
at the meeting at which the said amendment was approved are as follows:
(a) Designation of voting group: Common
(b) Number of outstanding shares of voting group: 1000
(c) Number of shares of voting group entitled to vote on the
amendment: 1000
(d) Number of shares of voting group indisputably represented at the
meeting: 1000
5. The total number of undisputed votes cast for the said amendment
by the voting group entitled to vote on the said amendment is as follows:
(a) Designation of voting group: Common
(b) Number of undisputed votes of voting group cast for the
amendment: 1000
6. The said number of votes cast for the said amendment was
sufficient for the approval thereof by the said voting group.
<PAGE>
7. The effective time and date of these Articles of Amendment shall
be 5:00 p.m. on June 30, 2000.
Executed on May 5, 2000.
/s/ Patricia J. McFarland
----------------------------------
Patricia J. McFarland, Senior Vice President,
General Counsel & Secretary
