ARTICLES AND CERTIFICATE OF MERGER
THESE ARTICLES AND CERTIFICATE OF MERGER are entered into this 4th day
of December, 2000, by and between Time Lending California, Inc., a California
corporation ("Time-California") and Time Lending California, Inc., a Nevada
corporation ("Time-Nevada"). Time-California and Time-Nevada are referred to
herein collectively as the "Constituent Corporations".
FIRST: The Agreement and Plan of Merger ("Plan of Merger") entered into
between the Constituent Corporations has been approved, adopted, certified,
executed and acknowledged by each of the Constituent Corporations in accordance
with Section 1103 of the California Corporation Code and Section 78.475 of the
Nevada Revised Statues and in accordance with Section 368(a)(1)(f) of the
Internal Revenue Code of 1986 as amended in order to change the domicile of the
California Company to the State of Nevada.
SECOND: Time-Nevada shall be the surviving corporation. The Articles of
Incorporation and Bylaws of Time-Nevada shall be the Articles of Incorporation
and Bylaws of the surviving corporation.
THIRD: On December 1, 2000, 1,000 shares of Common Stock of
Time-California were entitled to vote on the Plan of Merger, and 1,000 shares
approved the Plan of Merger on that date. The number of votes cast was
sufficient for approval. The approval of owners of Time-Nevada was not required.
FOURTH: The complete executed Plan of Merger is on file at the
registered office of Time-Nevada, located at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000,
Xxxx xx Xxxxxx Xxxx, Xxxxx of Nevada, 89701. A copy of the Plan of Merger will
be furnished by Time-Nevada, on request and without cost, to any shareholder of
the Constituent Corporations.
FIFTH: Time-Nevada, as the surviving corporation, agrees that it may be
served with process in the State of California in any proceeding for enforcement
of any obligation of the surviving corporation arising from the merger and
irrevocably appoints the Secretary of State as its agent to accept service of
process in any suit or other proceedings. Any copy of such process should be
mailed to 0000 X. Xxxxxxx Xxx., Xxxxx X0, Xxxxxx, Xxxxxxxxxx 00000.
IN WITNESS WHEREOF, the Constituent Corporations have caused these
Articles and Certificate of Merger to be signed as of the ______ day of
December, 2000.
TIME-CALIFORNIA:
ATTEST: TIME LENDING CALIFORNIA, INC.,
a California corporation
/s/ Xxxxxx X. La Puma By: /s/ Xxxxxxx X. Xxxx
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Xxxxxx X. La Puma, Secretary Xxxxxxx X. Xxxx, President
TIME-NEVADA:
ATTEST: TIME LENDING CALIFORNIA, INC.
a Nevada corporation
/s/ Xxxxxx X. La Puma By: /s/ Xxxxxxx X. Xxxx
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Xxxxxx X. La Puma, Secretary Xxxxxxx X. Xxxx, President
CORPORATE ACKNOWLEDGEMENT
TIME LENDING CALIFORNIA, INC.
A CALIFORNIA CORPORATION
STATE OF CALIFORNIA )
) ss.
CITY OF ORANGE )
On this ______ day of December, 2000, before me __________________, the
undersigned officer, personally appeared Xxxxxxx X. Xxxx, known personally to me
to be person who executed the foregoing document as the President of Time
Lending California, Inc., a California corporation, and that he, being
authorized so to do, executed the foregoing instrument for the purposes therein
contained, by signing the name of the corporation as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
My commission expires:
---------------------------
S E A L Notary Public
CORPORATE ACKNOWLEDGEMENT
TIME LENDING CALIFORNIA, INC.
A NEVADA CORPORATION
STATE OF CALIFORNIA )
) ss.
CITY OF ORANGE )
On this ________ day of December, 2000, before me ________________, the
undersigned officer, personally appeared Xxxxxxx X. Xxxx, known personally to me
to be person who executed the foregoing document as the President of Time
Lending California, Inc., a Nevada corporation, and that he, being authorized so
to do, executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
My commission expires:
---------------------------
S E A L Notary Public
