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Exhibit 3.1
State of Delaware PAGE 1
Office of the Secretary of State
----------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "BANCBOSTON MORTGAGE SECURITIES, INC.", FILED IN THIS OFFICE ON
THE TWENTIETH DAY OF JUNE, A.D. 1989, AT 9 0'CLOCK A.M.
[SEAL] /s/ Edward J. Freel
----------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9135953
2199806[ILLEGIBLE] DATE: 06-12-98
981[ILLEGIBLE]8358
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JUN 20 1989
/s/ [ILLEGIBLE] 9AM
[ILLEGIBLE]
759171001
21998-06
CERTIFICATE OF INCORPORATION
OF
BANCBOSTON MORTGAGE SECURITIES, INC.
I, THE UNDERSIGNED, in order to form a corporation for the purpose
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, do hereby certify as follows:
FIRST: The name of the corporation is BancBoston Mortgage
Securities, Inc. (herein after referred to as the "Corporation").
SECOND: The Corporation's registered office is located at 229 South
State Street, City of Dover, County of Kent, State of Delaware 19901. The name
and address of the Corporation's registered agent is The Prentice-Hall
Corporation System, Inc., 229 South State Street, City of Dover, County of Kent,
State of Delaware 19901.
THIRD: The nature of the business to be conducted shall be to engage
in the following activities:
(a) acquiring, owning, holding, selling, transferring, assigning,
pledging, financing, refinancing, and otherwise dealing in (a) fully
modified pass-through certificates ("GNMA Certificates") guaranteed as to
the timely payment of principal and interest by the Government National
Mortgage Association ("GNMA"), (b) mortgage pass-through certificates
("FNMA Certificates") guaranteed as to the timely payment of principal and
interest by the Federal National Mortgage Association ("FNMA"), (c)
mortgage participation certificates ("FHLMC Certificates", and, together
with the GNMA Certificates and the FNMA Certificates, "Agency
Certificates") guaranteed as to the ultimate payment of principal and the
timely payment of interest by the Federal Home Loan Mortgage Corporation
("FHLMC"), and (d) conventional residential mortgage loans;
(b) authorizing, issuing, and delivering bonds or other evidences of
indebtedness (in single or multi-class form) either directly of through
grantor trusts, which bonds or other evidences of indebtedness would be
collateralized by a pool of Agency Certificates and/or conventional
residential mortgage loans;
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(c) authorizing, issuing and delivering certificates or other
evidences of an ownership interest (in single or multi-class form) in a
pool of Agency Certificates and/or conventional residential mortgage
loans;
(d) authorizing, issuing and delivering any other similar
securities, bonds or other evidences of indebtedness as may by law be
permitted; and
(e) engaging in other activities that are necessary or convenient to
accomplish the foregoing or incidental thereto.
FOURTH: The Corporation shall have authority to issue ONE THOUSAND
(1,000) shares of common stock having $0.10 par value.
FIFTH: Elections of directors need not be by ballot unless the
By-laws of the Corporation shall so provide. The books of the Corporation may
(subject to any statutory requirements) be kept at such place whether within or
outside the State of Delaware as may be designated by the Board of Directors or
in the By-laws of the Corporation.
SIXTH: In furtherance and not in limitation of the power conferred
upon the Board of Directors by law, the Board of Directors shall have the power
to adopt, amend and repeal from time to time By-laws of the Corporation.
SEVENTH: The Corporation is to have perpetual existence.
EIGHTH: The Corporation shall, to the full extent permitted by
Section 143 of the Delaware General Corporation Law, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto.
NINTH: Notwithstanding any other provision contained herein and any
provision of law that otherwise so empowers the Corporation, the Corporation
shall not, without the prior written consent of any trustee from time to time
under any indenture or similar instrument that is in effect with respect to any
outstanding Bonds, do any of the following:
(a) dissolve or liquidate, in whole or in part;
2
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(b) merge or consolidate with any other Corporation other than a
corporation wholly-owned, directly or indirectly, by The First National
Bank of Boston and having a certificate of incorporation containing
provisions identical to the provisions of Article 3 hereof and this
Article 9; or
(c) amend this Certificate of Incorporation to alter in any manner
or delete Article 3 hereof or this Article 9.
TENTH: Subject to the limitation in Article 9 hereof, the
Corporation reserves the right to amend, alter change or repeal any provision
contained in this Certificate of Incorporation in the manner now or hereafter
prescribed by law, and all rights and powers conferred herein on stockholders,
directors and officers are subject to this reserved power.
ELEVENTH: Whenever a compromise or arrangement is proposed between
the Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware, may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of section 291 of Title 8 of the Delaware Code or on the application
of trustees in the dissolution or of any receiver or receivers appointed for the
Corporation under the provisions provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of the Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class to stockholders, of the Corporation, as the case may be,
and also on the Corporation.
3
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TWELFTH: The incorporator of the Corporation is Frederick H. Cohen,
whose mailing address is c/o Cleary, Gottlieb, Steen & Hamilton, One State
Street Plaza, New York, New York 10004.
I, THE UNDERSIGNED, being the incorporator named above, in order to
form a Corporation pursuant to the General Corporation Law of the State of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and that the facts herein stated are true, and accordingly have
hereunder set my hand this 19th day of June, 1989.
/s/ Fredercik H. Cohen
----------------------------------------
Fredercik H. Cohen, Incorporator
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PAGE 1
State of Delaware
Office of the Secretary of State
---------------------
I EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF
REGISTERED AGENT OF "BANCBOSTON MORTGAGE SECURITIES, INC." FILED IN THIS OFFICE
ON THE TWENTY-FOURTH DAY OF JULY, A.D., 1989, AT 9 O'CLOCK A.M.
[SEAL] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9135954
2199806 [ILLEGIBLE] DATE: 06-12-98
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JULY 24 1989 9 AM
/s/ [ILLEGIBLE]
SECRETARY OF STATE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
BANCBOSTON MORTGAGE SECURITIES, INC. a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delawre.
DOES HEREBY CERTIFY:
The present registered agent of the corporation is Prentice Hall
Corporation Services and the present registered office of the
corporation is in the county of Delaware
The Board of Directors of BANCBOSTON MORTGAGE SECURITIES, INC. adopted the
following resolution on the 17th day of July 1989
Resolved, that the registered office of Prentice Hall Corporation Services
in the state of Delaware be and it hereby is changed to Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New
Castle, and the authorization of the present registered agent of this
corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST
COMPANY, shall be and is hereby constituted and appointed the registered
agent of this corporation at the address of its registered office.
IN WITNESS WHEREOF BANCBOSTON MORTGAGE SECURITIES INC. has caused this
statement to be signed by WILLIAM R. BOLING, its _________________ President
and attested by THOMAS H. FISH, its ________________ Secretary this 17th day of
July ,1989.
By /s/ William R. Boling
---------------------------
_______________President
ATTEST:
By /s/ Thomas H. Fish
-----------------------------
_______________Secretary
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PAGE 1
State of Delaware
Office of the Secretary of State
---------------------
I EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "BANCBOSTON MORTGAGE SECURITIES, INC.", CHANGING ITS NAME FROM "BANCBOSTON
MORTGAGE SECURITIES, INC." TO "HOMESIDE MORTGAGE SECURITIES, INC.", FILED IN
THIS OFFICE ON THE FOURTEENTH DAY OF MAY, A.D., 1996, AT 9 O'CLOCK A.M.
[SEAL] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9135955
2199806 8100 DATE: 06-12-98
981228358
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SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 05/14/1996
960129214 - 21998066
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BANCBOSTON MORTGAGE SECURITIES INC.
BancBoston Mortgage Securities, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify the following:
FIRST: The amendment to the Corporation's Certificate of Incorporation set
forth in the following resolution and approved by the Corporation's Board of
Directors and shareholders was duly adopted in accordance with the provisions of
Sections 141(f), 228(a) and 242(b)(1) of the General Corporation Law of the
State of Delaware:
RESOLVED that the Certificate of Incorporation of the Corporation be
amended by changing the FIRST Article thereof so that as amended,
said Article shall be and read as follows:
"FIRST: The name of the corporation is Homeside Mortgage Securities, Inc.
(hereinafter referred to as the "Corporation")."
IN WITNESS WHEREOF, BancBoston Mortgage Securities, Inc. has caused this
Certificate to be signed by its President and attested by its Assistant
Secretary this 9th day of May, 1996.
ATTESTED: BANCBOSTON MORTGAGE SECURITIES, INC.
/s/ Thomas H. Fish By: /s/ Joe K. Pickett
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Thomas H. Fish Joe K. Pickett
Its Assistant Secretary Its President
