EXHIBIT 3.1
Blacklined to show the Second Amendment and Third Amendment.
FOURTH RESTATED
ARTICLES OF INCORPORATION
OF
UNITED FIRE & CASUALTY COMPANY
ARTICLE I
NAME
| The name of this corporation shall be UNITED FIRE & CASUALTY COMPANY. |
ARTICLE II
PRINCIPAL PLACE OF BUSINESS
The principal place of business of this corporation shall be at Cedar Rapids, in the County of Linn, State of Iowa.
ARTICLE III
CORPORATE PERIOD
The corporate period of this corporation began on the date of the issuance of a Certificate of Incorporation, to-wit: January 2, 1946. It shall have perpetual existence from said date unless and until dissolved by the vote of two-thirds (2/3) of the voting stock outstanding and entitled to vote at any annual meeting of the Stockholders or at any special meeting called for that Purpose.
ARTICLE IV
OBJECTS, PURPOSES, AND GENERAL
NATURE OF BUSINESS
Section 1. General Nature of Business. The general nature of the business of this corporation shall be that of insurance and reinsurance business on the stock plan, and it shall operate as a stock company as authorized by Chapter 515 of the Code of Iowa, 1977, as amended, with all the rights, powers and privileges granted by Chapter 515 or Chapter 491 of the Code of Iowa, 1977, as amended, or which may now or hereafter be conferred upon such corporations by law.
Section 2. Objects and Purposes. Without in any manner limiting the rights, powers and privileges conferred by law, the objects and purposes of this corporation shall be that of conducting and carrying on insurance and reinsurance business of the kinds specified in Section 515.48 of the Code of Iowa, 1977, as heretofore or hereafter amended, and the insuring of any additional risk not specifically included within any of the classes specifically described in said Section and which is a proper subject of insurance, is not prohibited by law, or contrary to sound public policy and which is approved by the Iowa Commissioner of Insurance in the manner as provided in said Section, provided, however, that the authority of this corporation to insure certain risks specified in Section 515.48, Code of Iowa, 1977, as amended, is limited in the respects provided in Section 515.49 of said Code.
ARTICLE V
CAPITAL STOCK
Section 1. a. Authorized Capital Stock. The authorized capital stock of this corporation is Ninety-nine Million Nine Hundred Ninety-nine Thousand Nine Hundred Ninety-nine Dollars and Ninety-nine Cents divided into (i) 30,000,000 shares of common stock (“Common Stock”) having a par value of Three Dollars Thirty-three and One-third Cents ($3.33 1/3) per share, of which there are currently 10,036,819 and (ii) 10,000,000 shares of serial preferred stock, having no par value per share (the “Preferred Stock”), of which there are no shares currently outstanding. Authorized Capital Stock. The authorized capital stock of this corporation is Two Hundred Forty-nine Million Nine Hundred Ninety-nine Thousand Nine Hundred Ninety-nine Dollars and Ninety-nine Cents divided into (i) 75,000,000 shares of common stock (“Common Stock”) having a par value of Three Dollars Thirty-three and One-third Cents ($3.33 1/3) per share; and (ii) 10,000,000 shares of serial preferred stock, having no par value per share (“Preferred Stock”).
b. Preferred Stock. The Board of Directors of this corporation is authorized, subject to limitations prescribed by the Iowa Business Corporation Act and the provisions of the Articles of Incorporation, as amended and restated, of this corporation, by resolution or resolutions, from time to time and by filing articles of amendment with the Secretary of State of the State of Iowa in accordance with the applicable provisions of the Iowa Business Corporation Act, to provide for the issuance of the shares of Preferred Stock in series, to establish from time to time the number of shares to be included in each such series and to fix the preferences, limitations, and relative rights of the series. Preferred Stock. The Board of Directors of this corporation is authorized, subject to limitations prescribed by the Iowa Business Corporation Act and the provisions of the Articles of Incorporation, as amended and restated, of this corporation, by resolution or resolutions, from time to time and by filing articles of amendment with the Secretary of Sate of the Sate of Iowa in accordance with the applicable provisions of the Iowa Business Corporation Act, to provide for the issuance of the shares of Preferred Stock in series, to establish from time to time the number of shares to be included in each such series and to fix the preferences, limitations and relative rights of the series.
Section 2. Preemptive Rights Denied. No holder of the Common Stock shall be entitled as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration.
Section 3. Voting Rights. Each share of Common Stock shall entitle the holder thereof to one vote upon all matters as to which a vote of the Stockholders is to be taken at any annual or special meeting of Stockholders.
Section 4. Closing Transfer Books -- Record Date. For the purpose of determining Stockholders entitled to notice of, or to vote at, any meeting of Stockholders, or any adjournment thereof, or entitled to receive payment of any dividends, or in order to make a determination of Stockholders for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period, not exceeding fifty (50) days. If the stock transfer books shall be closed for such purpose, such books shall be closed for at least ten (10) days immediately preceding such meeting.
For the purpose of determining stockholders entitled to vote at a meeting of stockholders or to receive dividends or for other proper purposes, the Bylaws may provide or, in the absence of an applicable Bylaw, the Directors may fix, in lieu of the closing of the stock transfer books, the record date for any such determination of stockholders, which record date shall be, in any case, not more than fifty (50) days and, in case of a meeting of stockholders, not less than ten (10) days prior to the date upon which the particular action requiring such determination of stockholders is to be taken. If the stock record books are not closed and no record date is fixed, the record date shall be the date ten (10) days after the mailing of the notice of the stockholders meeting or after the declaration of the dividend, as the case may be. When a determination of Stockholders entitled to vote at any meeting of Stockholders has been made as herein provided, such determination shall apply to any adjournment thereof.
Section 4. Closing Transfer Books -- Record Date. For the purpose of determining Stockholders entitled to notice of, or to vote at, any meeting of Stockholders, or any adjournment thereof, or entitled to receive payment of any dividends, or in order to make a determination of Stockholders for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period, not exceeding sixty (60) days. If the stock transfer books shall be closed for such purpose, such books shall be closed for at least ten (10) days immediately preceding such meeting.
For the purpose of determining stockholders entitled to vote at a meeting of stockholders or to receive dividends or for other proper purposes, the Bylaws may provide or, in the absence of an applicable Bylaw, the Directors may fix, in lieu of the closing of the stock transfer books, the record date for any such determination of stockholders, which record date shall be, in any case, not more than sixty (60) days and, in case of a meeting of stockholders, not less than ten (10) days prior to the date upon which the particular action requiring such determination of stockholders is to be taken. If the stock record books are not closed and no record date is fixed, the record date shall be the date ten (10) days after the mailing of the notice of the stockholders meeting or after the declaration of the dividend, as the case may be. When a determination of Stock-holders entitled to vote at any meeting of Stockholders has been made as herein provided, such determination shall apply to any adjournment thereof.
Section 5. Dividends. Out of any earned surplus or net profits or other fund legally available for the declaration of dividends of this corporation after making such provision, if any, as the Board of Directors may deem necessary for working capital, dividends may be declared and paid upon Common Stock, share and share alike.
Section 6. Quorum. A majority of the Common Stock outstanding represented in person or by written proxy shall constitute a quorum for the transaction of business.
Section 7. Transfer of Stock. All shares of stock shall be transferable but only by assignment in writing, and such assignment shall not be complete as against the corporation until entered upon the records of the corporation.
Section 8. Issuance Only for Cash or Property. No stock shall be issued until the corporation has received the payment in full therefor in cash or property, provided, however, that when stock is to be issued for anything other than money such issue of stock must be approved by the Insurance Commissioner of the State of Iowa, as provided in Sections 492.6 and 492.7 of the Code of Iowa, 1977. Without action by or consent of the Stockholders, the Board of Directors may issue all or so much of the authorized Common Stock for such consideration as it shall determine, but not less than par value thereof, and any and all such stock so issued, when the consideration therefor as so fixed by said Board has been fully paid or delivered, shall be fully paid stock and not liable to any further call or assessment.
Section 9. Increase of Capital. Subject to the limitations and restrictions hereinbefore provided for, the capital stock hereby authorized may be increased by a vote of two-thirds (2/3) of the Common Stock of the corporation then issued and outstanding.
ARTICLE VI
STOCKHOLDERS' MEETINGS
| Section 1. Election and Composition of Board of Directors. |
(a) Election by Shareholders. The business and affairs of this corporation shall be conducted by a Board of Directors consisting of not less than nine (9) nor more than fifteen (15) members, to be elected by the stockholders in the manner hereinafter provided.
(b) Number Fixed by Board. At least fifteen (15) days prior to each annual meeting of the stockholders the Board of Directors shall fix the number of directors which shall comprise the Board of Directors for the ensuing year and give notice thereof to stockholders. If the number of directors of the class to be elected by the stockholders at the meeting following the fixing of such number by the Board is increased over the number of such class elected at the last election of such class by the shareholders, then each other class of directors shall be increased by the same number and the additional directors of each such other class shall be elected by the Board to hold office from the time of the stockholders annual meeting until the expiration of the term of the class to which they are elected. If the Board of Directors fails to fix the number of directors which shall comprise the Board of Directors for the ensuing year or fails to give the notice herein prescribed to the stockholders, then the number of directors to be elected at the next annual meeting to comprise the class to be elected at such meeting shall be the same number of directors that was elected at the last prior election of such class.
(c) Classes of Directors. The Board of Directors shall be divided into classes to be designated Class A, Class B and Class C respectively. At the first election to be held immediately following the adoption of these Articles and their becoming effective four (4) Class A Directors shall be elected for a term of three (3) years, three (3) Class B Directors for a term of two (2) years, and three (3) Class C Directors for a term of one (1) year. In nominating directors for election at such first election, the nominees shall be designated as to class. After such first annual election only one class shall be elected at each annual meeting of stockholders, each class to be elected for a term of three years.
(d) Proportionate Representation. The holder or holders, jointly or severally, of not less than one-fifth but less than a majority of the shares of the Common Stock of the corporation shall be entitled to nominate Directors for election at the annual Stockholders meeting. In the event such nomination is made there shall be elected, to the extent that the total number to be elected by Common Stockholders is divisible, such proportionate number from the persons so nominated as the shares of stock held by persons making such nominations bear to the whole number of shares issued; provided, the holder or holders of the minority shares of stock shall only be entitled to one-fifth (disregarding fractions) of the total number of Directors to be elected by the Common Stockholders for each one-fifth of the entire capital stock of such corporation so held by them; and provided further that this Section shall not be construed to prevent the holders of a majority of the stock of the corporation from electing the majority of the Directors to be elected by the Common Stockholders.
(e) Vacancies. Vacancies in the Board of Directors occurring between annual meetings may be filled by the Board of Directors for the remainder of the unexpired term of the Director whose office is vacated.
| Section 2. Stockholders' Meetings. |
(a) Annual Meetings. The annual meeting of the Stockholders shall be held on the third Wednesday in the month of May in each year unless such day shall be a legal holiday, in which case said meeting shall be held on the day following.
(b) Special Meetings. Special meetings of the Stockholders may be called at any time by the President upon giving notice as herein provided, and shall be called by him upon the written request of Stockholders representing at least fifty-one percent (51%) of the total Common Stock outstanding. In the event of the President's failure or refusal to issue a call upon such request, the Stockholders representing at least fifty-one percent (51%) of the total stock outstanding may join in issuing a call to Stockholders for a special meeting.
(c) Notices and Calls of Regular and Special Meetings. All calls or requests for regular or special Stockholders' meetings shall state what business is to be presented at the meeting, shall be in writing, and shall be made by the President of the corporation or under the signature of the owners of at least fifty-one percent (51%) of the total stock outstanding, giving ten (10) days written notice in person or by United States mail addressed to the Stockholders of record, which notice shall be considered given when addressed and mailed to the addressee at the address, as shown by the records of the corporation, of the person, firm or corporation appearing of record as a Stockholder.
Section 3. Place of Meetings. All meetings of the Stockholders shall be held at the office of the corporation in Cedar Rapids, Iowa.
Section 4. Amendments Changing Section 1 of this Article VI. Any amendment changing any of the provisions of Section 1 of this Article VI shall require the affirmative vote of two-thirds (2/3) of the Common Stock of the corporation issued and outstanding.
ARTICLE VII
BOARD OF DIRECTORS AND OFFICERS
Section 1. Term of Office of Members of Board. The Directors elected by the Stockholders or Directors appointed to fill a vacancy shall serve until their successors have been elected and qualify.
Section 2. Officers. The Board of Directors shall meet annually immediately following the annual meeting of the Stockholders. The Board of Directors shall elect a President, one or more Vice Presidents, a Secretary, and a Treasurer, and such other officials, including an Executive Committee, as they may determine or as may be provided by the Bylaws of this corporation. Any person may hold one or more offices at the same time. No officer of the corporation need be a Stockholder or a Director except the President.
Section 3. Director's Qualification. Every Director shall be a Stockholder, and if any Director shall sell or transfer his stock in this corporation, such Director shall at once cease to be a Director.
Section 4. Special Powers of Board. The Board of Directors may adopt, alter or repeal the Bylaws of the corporation and may generally do any act or thing deemed necessary for the conduct and management of the business of the corporation, subject only to the limitations imposed by law or by these Articles, including, without being limited thereto, the power to qualify the corporation for the transaction of business anywhere in the United States and Canada if it shall conclude that it is to the best interests of the corporation to do so, and shall be authorized to take whatever action may be necessary in the premises, and in the event an Executive Committee is elected, said Board may vest said Executive Committee with the right to exercise any or all of the powers of Directors when the said Board is not in session, excepting the power to adopt, amend or alter Bylaws or fill vacancies on the Board of Directors or officers.
Section 5. Quorum of Board. A majority of the Board of Directors shall constitute a quorum for the transaction of business.
Section 6. General Powers of Officers. The officers elected by the Board of Directors shall have such power, perform such duties and shall be entitled to such compensation as may be prescribed by the Board of Directors, and the Board shall have the right to remove any officer with or without cause and to fill vacancies in office by a majority vote at a Directors' meeting.
Section 7. Present Directors. The following persons were duly elected as Directors of the corporation at the last annual meeting of the Stockholders, they are now serving as such, and their terms of office will continue until their successors have been elected and have qualified, to-wit:
| Scott McIntyre, Jr. | George D. Milligan |
| John A. Rife | Mary K. Quass |
| Jack B. Evans | Byron G. Riley |
| Christopher R. Drahozal | Kyle D. Skogman |
| Casey D. Mahon | Frank S. Wilkinson, Jr. |
| Thomas K. Marshall |
| Section 8. Present Officers. At the last annual meeting of the Board of |
Directors the following persons were elected to the offices set opposite their
respective names, which offices they now hold pursuant to their said election
and qualification:
| Scott McIntyre, Jr. | Chairman of the Board of Directors |
| Jack B. Evans | Vice Chairman of the Board of Directors |
| John A. Rife | President and Chief Executive Office |
| Richard B. Swain | Senior Vice President |
| Kevin L. Kubik | Vice President and Chief Investment Officer |
| Kent G. Baker | Vice President and Chief Financial Officer |
| E. Dean Fick | Vice President - Claims |
| John R. Cruise | Vice President - Reinsurance |
| Wilburn J. Hollis | Vice President - Human Resources |
| Robert B. Kenward | Vice President - Information Services |
| Stanley A. Wiebold | Vice President - Underwriting |
| Galen E. Underwood | Treasurer |
| Dianne Lyons | Controller |
| Shona FreseCorporate | Secretary |
| David A. Lange | Corporate Secretary |
Section 9. Personal Liability - Directors. A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Iowa Code Section 490.833, (iv) for any transaction from which the director derived an improper personal benefit. If the Iowa Business Corporation Act, Iowa Code Chapter 490 is amended after approval by the shareholders of this article to authorize corporate action further eliminating or limiting the personal liability of the directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Iowa Business Corporation Act, as so amended.
Any repeal or modification of the foregoing paragraph by the shareholders of the corporation shall not adversely affect any right or protection of a director or former director of the corporation for acts, errors or omissions occurring prior to the date of repeal or modification.
Section 9. Personal Liability - Directors. A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) the amount of a financial benefit received by a director to which the director is not entitled; (2) an intentional infliction of harm on the corporation or the shareholders; (3) a violation of section 490.833 of the Iowa Business Corporation Act; or (4) an intentional violation of criminal law. If the Iowa Business Corporation Act is hereafter amended to authorize the further elimination or limitation of the personal liability of directors, then, automatically and without any further action, the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the fullest extent permitted by the Iowa Business Corporation Act, as so amended.
Section 10. Indemnification of Directors. The corporation shall indemnify a director for liability, as defined in section 490.850(5) of the Iowa Business Corporation Act, to any person for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) receipt of a financial benefit to which the person is not entitled; (2) an intentional infliction of harm on the corporation or its shareholders; (3) a violation of section 490.833 of the Iowa Business Corporation Act; or (4) an intentional violation of criminal law. Without limiting the foregoing, the corporation shall exercise all of its permissive powers as often as necessary to indemnify and advance expenses to its directors to the fullest extent permitted by law.
Section 11. Effect of Repeal or Amendment. Any repeal or amendment of Section 9 or Section 10 by the shareholders of the corporation shall not adversely affect any right of a director or former director of the corporation arising at any time with respect to events occurring prior to such repeal or amendment.
ARTICLE VIII
STOCKHOLDER'S PRIVATE PROPERTY EXEMPT
FROM CORPORATE DEBTS
The private property of the Stockholders of this corporation shall not be liable for corporate debts and this Article shall not be amended or changed except by the unanimous consent of all the Stockholders of the corporation in writing.
ARTICLE IX
EXECUTION OF WRITTEN INSTRUMENTS
All deeds, mortgages, conveyances and contracts relating to real property of the corporation shall be signed on behalf of this corporation by its President, or one of its Vice Presidents, and countersigned by its Secretary, or one of its Assistant Secretaries. All notes, bonds, stock certificates, or other contracts or evidences of indebtedness and all releases and assignments shall be signed by the President, or one of its Vice Presidents, and countersigned by its Secretary, or one of its Assistant Secretaries. All releases of mortgage liens, liens, judgments or other claims that
are required by law to be made of record shall-be executed on behalf of the corporation by the President, or any one of its Vice Presidents, or the Secretary, or Treasurer of the corporation.
ARTICLE X
CORPORATE SEAL
This corporation shall have a corporate seal upon which shall be inscribed “UNITED FIRE & CASUALTY COMPANY, CEDAR RAPIDS, IOWA, CORPORATE SEAL.”
ARTICLE XI
MERGER, CONSOLIDATION OR SALE OF ALL ASSETS
The affirmative vote of two-thirds (2/3) of all outstanding shares of this corporation shall be required to approve any plan of merger, consolidation, or sale or exchange of all or substantially all of the assets of this corporation. If any shares of this corporation are held by or for any corporation with which this corporation is to be merged or consolidated or to which the assets are to be sold or exchanged, or by any person, firm, or corporation in control of or controlled by any such corporation, then the favorable vote of two-thirds (2/3) of all other shares shall be required to approve such plan.
ARTICLE XII
AMENDMENTS
| Except as otherwise provided herein or by law these Articles may be amended |
at any annual meeting of the Stockholders or special meeting of Stockholders
called or that purpose by a vote of two-thirds (2/3) of the shares of the
corporation issued and outstanding.
| IN WITNESS WHEREOF, we, the President and Secretary of United Fire & |
Casualty Company, have executed this instrument and do sign and acknowledge the
same for and on behalf of said corporation this 28th day of March, 2002.
/s/ |
John A. Rife, President
/s/ |
Shona Frese, Corporate Secretary
STATE OF IOWA | ) |
| ) ss: |
COUNTY OF LINN | ) |
On this day of , 2002, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared John A. Rife and Shona Frese, each of whom to me is personally known, and each of whom by me being severally sworn, on oath for himself did say that John A. Rife is President and Shona Frese is Corporate Secretary of United Fire & Casualty Company, that the Seal affixed to the foregoing instrument is the seal of said corporation, and that the foregoing Fourth Restated Articles of Incorporation were signed and sealed on behalf of said corporation, and John A. Rife, as President, and Shona Frese, as Secretary, did severally acknowledge the execution of said instrument to be the voluntary act and deed of said corporation, by it voluntarily executed.
/s/ |
Notary Public in and for Linn
County, State of Iowa