EXHIBIT 3.1 File Number 5367-825-4 STATE OF ILLINOIS OFFICE OF THE SECRETARY OF STATE [LOGO WITH AN EAGLE] To all to whom these presents shall come Greeting: WHEREAS, ARTICLES OF INCORPORATION OF UNITED TRUST, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984. Now Therefore, I, Jim Edgar, Secretary of State of the State of Illinois by virtue of the powers vested in me by law, do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation. In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois at the City of Springfield, this 14th day of December A.D. 1984 and of the Independence of the United States the two hundred and 9th. (SEAL) /s/ Jim Edgar SECRETARY OF STATE JIM EDGAR SECRETARY OF STATE STATE OF ILLINOIS ARTICLES OF INCORPORATION Pursuant to the provisions of "The Business Corporation Act of 1983", the undersigned incorporator(s) hereby adopt the following Articles of Incorporation. ARTICLE ONE The name of the corporation is United Trust, Inc. ARTICLE TWO The name and address of the initial registered agent and its registered office are: Registered Agent Richard Evan Hart First Name Middle Name Last Name Registered Office 800 Illinois Building, 6th and Adams Streets Number Street Suite # (A P.O. Box alone is not acceptable) Springfield 62701 Sangamon City Zip Code County ARTICLE THREE The purpose or purposes for which the corporation is organized are: The transaction of any and all lawful businesses for which corporations may be incorporated under the Business Corporation Act of Illinois, including but not limited to the purchase and acquisition of other companies which are engaged in the fields of insurance and finance and the conduct of the business of the companies so acquired in accordance with the Insurance Laws of the State of Illinois and the organization and control of a life insurance subsidiary or subsidiaries in accordance with the Insurance Laws of the State of Illinois. ARTICLE FOUR Paragraph 1: The authorized shares shall be: Class *Par Value per share Number of shares authorized Common No par value 10,000,000 Preferred $2.00 1,500,000 Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are: If not sufficient space to cover this point, add one or more sheets of this size. See attached Exhibit "A" ARTICLE FIVE The number of shares to be issued initially, and the consideration to be received by the corporation therefor, are: *Par Value Number of shares Consideration to be Class per share proposed to be issued received therefor Common No par value 4,825,000 $193,000.00 TOTAL $193,000.00 *A declaration as to a "par value" is optional. This space may be marked "n/a" when no reference to a par value is desired. ARTICLE SIX OPTIONAL The number of directors constituting the initial board of directors of the corporation is ____________, and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are: Name Residential Address ARTICLE SEVEN OPTIONAL (a) It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be: $ (b) It is estimated that the value of the property to be located within the State of Illinois during the following year will be: $ (c) It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be: $ (d) It is estimated that the gross amount of business which will be transacted from places of business in the State of Illinois during the following year will be: $ ARTICLE EIGHT OTHER PROVISIONS Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing pre-emptive rights; denying cumulative voting; regulating internal affairs; voting majority requirements; fixing a duration other than perpetual; etc. NAME & ADDRESSES OF INCORPORATORS The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true. Dated 12-12 , 1984 Signatures and Names Post Office Address 1. /s/ Larry E. Ryherd 1. 1703 Seven Pines Road Signature Street Larry E. Ryherd Springfield, Illinois 62704 Name (please print) City/Town State Zip 2. 2. Signature Street Name (please print) City/Town State Zip 3. 3. Signature Street Name (please print) City/Town State Zip (Signatures must be in ink on original document. Carbon copy, xerox or rubber stamp signatures may only be used on conformed copies) NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its President or Vice-President and verified by him, and attested by its Secretary or as Assistant Secretary. EXHIBIT "A" ARTICLES OF INCORPORATION UNITED TRUST, INC. ARTICLE FOUR Paragraph 2 Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are: Common Stock, without par value ("Common Stock") The holders of shares of Common Stock shall have such rights as are provided by law and shall be entitled to one vote for each such share held by them; subject, however, to the applicable express terms of the Preferred Stock. 9% Noncumulative, Convertible Preferred Stock par value $2.00 per share ("Preferred Stock") (a) Dividends. The holders of the Preferred Stock shall be entitled to receive, if, when and as declared by the Board of Directors of the Corporation out of funds legally available therefor, cash dividends upon each share held at the rate of, but not exceeding, 9% of the par value thereof for each fiscal year of the Corporation in preference to and in priority over dividends (other than stock dividends) on all other classes of stock of the Corporation. Such dividends on the Preferred Stock shall be noncumulative from the date upon which such shares of Preferred Stock were originally issued. (b) Voting Rights. Cumulative voting rights of all shareholders shall be eliminated in all circumstances. The Preferred Stock shall be nonvoting, except as required by law. (b) Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, the holders of the Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether from capital, surplus or earnings, and before any distribution shall be made to the holders of any other class of stock of the Corporation, the sum of Ten Dollars ($10.00) for each such share of Preferred Stock so held, together with an amount equal to any unpaid dividends, accumulated or accrued thereon to the date of dissolution, which have been earned and declared, but without interest, and no more. In case the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding shares of Preferred Stock to the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably to all outstanding shares of Preferred Stock in proportion to the full preferential amount to which each share is entitled. After payment to holders of Preferred Stock of the full preferential amounts as aforesaid, holders of the Preferred Stock as such shall have no right or claim to any of the remaining assets of the Corporation. Consolidation or merger of the Corporation with or into any other corporation, or the sale of all or substantially all of its assets, shall not be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph (c). (c) Conversion. The Preferred Stock may, at the option of the holder thereof, be converted into shares of Common Stock, without par value, of the Corporation upon the following terms: (1) Each holder of the Preferred Stock may so convert said Preferred Stock within a period of six (6) months following the termination of the initial public offering of securities of the Corporation, such time period for conversion being referred to herein as the "Conversion Period." The Corporation, at its option expressed by resolution of its Board of Directors, may extend the Conversion Period as the Board in its discretion may deem advisable. (2) Any holder of any shares of Preferred Stock desiring to convert said shares as herein provided, shall, during said Conversion Period, deliver, duly endorsed in blank, the certificate or certificates representing the shares to be converted to the Secretary of the Corporation at the Corporation's home office, and at the same time notify the Secretary in writing over his signature that he desires to convert his shares into shares of Common Stock, without par value, of the Corporation pursuant to these provisions. (3) Upon receipt by the Secretary of a certificate or certificates representing shares of Preferred Stock of the Corporation and a notice that the holder thereof desires to convert the same, the Corporation shall forthwith cause to be issued to the holders of the Preferred Stock surrendering same, two (2) shares of Common Stock, without par value, of the Corporation for each share of Preferred Stock surrendered, or if the corporation has had a two for one stock split of the Common Shares outstanding prior to any Preferred Stock being surrendered for conversion the Corporation shall forthwith cause to be issued to the holders of such Preferred Stock surrendering same, four (4) shares of Common Stock without par value, of the corporation for each share of Preferred Stock surrendered, and shall deliver to such holder a certificate in due form for such shares of Common Stock without par value. (4) Shares of Preferred Stock converted hereunder shall revert to the status of unissued shares and shall not be reissued. (5) The Corporation shall set aside and reserve a sufficient number of shares of Common Stock, without par value, to be issued in the event holders of the Preferred Stock exercise their conversion rights. (d) Redemption. The Corporation at its option expressed by resolution of its Board of Directors, may call and redeem all or from time to time any part of the shares of Preferred Stock not converted by the end of the Conversion Period, by payment of the call and redemption price of $10.00 per share. Notice of each such redemption of shares of Preferred Stock shall be given by the Corporation by mailing by certified mail, postage prepaid, a copy thereof at least thirty (30) days prior to the redemption date to the holders of record of Preferred Stock so to be redeemed at their respective addresses then appearing on the books of the Corporation. If less than all of the outstanding shares of Preferred Stock are to be redeemed, the shares to be redeemed shall be chosen by lot or pro rata, as the Board of Directors may determine. All shares of Preferred Stock which shall have been redeemed shall be retired and not reissued. (e) Pre-Emptive Rights. No shareholder of this Corporation shall have any pre-emptive or preferential right to purchase or subscribe to any shares of any class of this Corporation, now or hereafter to be authorized, or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class, now, or hereafter to be authorized, whether or not the issue of any such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such shareholder, other than such rights, if any, as the Board of Directors in its discretion from time to time may grant, and at such price as the Board of Directors in its discretion may fix; and the Board of Directors may issue shares of any class of this Corporation, or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class, without offering any such shares or securities, either in whole or in part, to the existing shareholders of any class. (g) Transfer Limitations. The promoters or organizers of the Corporation may not sell any of their shares of the corporation (1) until $1,000,000 of annual premium income has been attained by a corporation yet to be formed which will be a wholly owned subsidiary of the corporation, whose purpose will be to sell life insurance, and (2) until one year after the release of their shares from escrow. File Number 5367-825-4 STATE OF ILLINOIIS OFFICE OF THE SECRETARY OF STATE [LOGO WITH AN EAGLE] Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF UNITED TRUST, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984. Now Therefore, I, Jim Edgar, Secretary of State of the State of Illinois, by virtue of the powers vested in me by law, do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation. IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, at the City of Springfield, this 20th day of November A.D. 1987 and of the Independence of the United States the two hundred and 12th. (SEAL) /s/ Jim Edgar SECRETARY OF STATE File Number 5367-825-4 JIM EDGAR SECRETARY OF STATE STATE OF ILLINOIS ARTICLES OF AMENDMENT Pursuant to the provisions of "The Business Corporation Act of 1983", the undersigned corporation hereby adopts these Articles of Amendment to its Articles of Incorporation. ARTICLE ONE The name of the corporation is United Trust, Inc. (Note 1) ARTICLE TWO The following amendment of the Articles of Incorporation was adopted on September 1, 1987 in the manner indicated below. ("X" one box only.) |_| By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected; or by a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment; (Note 2) |X| By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment; (Note 3) |_| By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment; (Note 4) |_| By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10; (Note 4) |_| By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors have been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment. (Note 4) (INSERT AMENDMENT) (Any article being amended is required to be set forth in its entirety.) (Suggested language for an amendment to change the corporate name is: RESOLVED, that the Articles of Incorporation be amended to read as follows:) --------------------------------------------------------------------------------------------------------------------------------------- (NEW NAME) All changes other than name, include on page 2 (over) Page 2 Resolution Resolved, that the Articles of Incorporation be amended so that the aggregate number of shares of common stock the Corporation is authorized to issue is increased from 10,000,000 to 20,000,000. Page 3 ARTICLE THREE The manner in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert "No change") No Change ARTICLE FOUR (a) The manner in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert "No change") No Change (b) The amount of paid-in capital (Paid in Capital replaces the terms Stated Capital and Pain in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert "No change") No Change Before Amendment After Amendment Paid-in Capital $_______________ $______________ (Complete either Item 1 or 2 below) (1) The undersigned corporation has caused these articles to be signed by its duly authorized officers, each of whom affirm, under penalties of perjury, that the facts stated herein are true. Dated November 20th, 1987 United Trust, Inc. (Exact Name of Corporation) attested by /s/ Thomas F. Morrow by /s/ Larry E. Ryherd (Signature of Secretary or Assistant Secretary) (Signature of President or Vice President) Thomas F. Morrow, Secretary Larry E. Ryherd, President (Type or Print Name and Title) (Type or Print Name and Title) (2) If amendment is authorized by the incorporators, the incorporators must sign below. OR If amendment is authorized by the directors and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below The undersigned affirms, under penalties of perjury, that the facts stated herein are true. Dated __________________, 19 ______ - --------------------------------- ------------------------------ - --------------------------------- ------------------------------ - --------------------------------- ------------------------------ - --------------------------------- ------------------------------ Page 4 NOTES AND INSTRUCTIONS NOTE 1: State the true exact corporate name as it appears on the records of the office of the Secretary of State, BEFORE any amendments herein reported. NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before any directors have been named or elected. (ss. 10.10) NOTE 3: Directors may adopt amendments without shareholder approval in only six instances, as follows: (a) to remove the names and addresses of directors named in the articles of incorporation; (b) to remove the name and address of the initial registered agent and registered office, provided a statement pursuant toss.5.10 is also filed; (c) to split the issued whole shares and unissued authorized shares by multiplying them by a whole number, so long as no class or series is adversely affected thereby; (d) to change the corporation name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd." for a similar word or abbreviation in the name or by adding a geographical attribution to the name; (e) to reduce the authorized shares of any class pursuant to a cancellation statement filed in accordance withss.9.05; (f) to restate the articles of incorporation as currently amended. (ss.10.15) NOTE 4: All amendments not adopted underss.10.10 orss.10.15 require (1) that the board of directors adopt a resolution setting forth the proposed amendment and (2) that the shareholders approve the amendment. Shareholder approval may be (1) by vote at a shareholders' meeting (either annual or special) or (2) by consent, in writing, without a meeting. To be adopted, the amendment must receive the affirmative vote or consent of the holders of at least 2/3 of the outstanding shares entitled to vote on the amendment (but if class voting applies, then also at least a 2/3 vote within each class is required). The articles of incorporation may supercede the 2/3 vote requirement by specifying any smaller or larger vote requirement not less than a majority of the outstanding shares entitled to vote and not less than a majority within each class when class voting applies. (ss.10.20) NOTE 5: When shareholder approval is by written consent, all shareholders must be given notice of the proposed amendment at least 5 days before the consent is signed. If the amendment is adopted, shareholders who have not signed the consent must be promptly notified of the passage of the amendment. (ss.ss.7.10 & 10.20) File Number 5367-825-4 STATE OF ILLINOIS OFFICE OF THE SECRETARY OF STATE [LOGO WITH AN EAGLE] WHEREAS, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF UNITED TRUST, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984. Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois by virtue of the powers vested in me by law, do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation. In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois at the City of Springfield, this 6th day of December A.D. 1991 and of the Independence of the United States the two hundred and 16th. (SEAL) /s/ George H. Ryan SECRETARY OF STATE ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF UNITED TRUST GROUP, INC. 1. CORPORATE NAME: UNITED TRUST, INC. 2. MANNER OF ADOPTION OF AMENDMENT: The following amendment of the Articles of Incorporation was adopted April 9 , 1991 in the manner indicated below. ("X" one box only) |_| By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected; or by a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment; (Note 2) |_| By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment; (Note 3) |X| By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment; (Note 4) |_| By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10; (Note 4) |_| By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment. (Note 4) (INSERT AMENDMENT) (Any article being amended is required to be set forth in its entirety.) (Suggested language for an amendment to change the corporate name is RESOLVED, that the Articles of Incorporation be amended to read as follows:) --------------------------------------------------------------------------------------------------------------------------------------- (NEW NAME) All changes other than name, include on page 2 (over) Resolution Resolved, that the Articles of Incorporation of United Trust, Inc. be amended so that the aggregate number of shares of common stock the Corporation is authorized to issue is increased from 20,000,000 to 25,000,000. 3. The manner in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert "No change") No Change 4. (a) The manner in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert "No change") No Change (b) The amount of paid-in capital (Paid in Capital replaces the terms Stated Capital and Pain in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert "No change") No Change Before Amendment After Amendment Paid-in Capital $_______________ $______________ (Complete either Item 5 or 6 below) 5. The undersigned corporation has caused these articles to be signed by its duly authorized officers, each of whom affirm, under penalties of perjury, that the facts stated herein are true. Dated November 25, 1991 United Trust, Inc. (Exact Name of Corporation) attested by /s/ Thomas F. Morrow by /s/ Thomas F. Morrow (Signature of Secretary or Assistant Secretary) (Signature of President or Vice President) Thomas F. Morrow, Secretary Thomas F. Morrow, President (Type or Print Name and Title) (Type or Print Name and Title) 6. If amendment is authorized by the incorporators, the incorporators must sign below. OR If amendment is authorized by the directors and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below. The undersigned affirms, under penalties of perjury, that the facts stated herein are true. Dated __________________, 19 ______ - ----------------------------------- -------------------------------- - ----------------------------------- -------------------------------- - ----------------------------------- -------------------------------- - ----------------------------------- -------------------------------- STATE OF ILLINOIS OFFICE OF THE SECRETARY OF STATE [LOGO WITH AN EAGLE] WHEREAS, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF UNITED TRUST, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984. Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois by virtue of the powers vested in me by law, do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation. In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois at the City of Springfield, this 30th day of March A.D. 1993 and of the Independence of the United States the two hundred and 17th. (SEAL) /s/ George H. Ryan SECRETARY OF STATE ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF UNITED TRUST GROUP, INC. 1. CORPORATE NAME: United Trust, Inc. 2. MANNER OF ADOPTION OF AMENDMENT: The following amendment of the Articles of Incorporation was adopted March 17 , 1993 in the manner indicated below. ("X" one box only) |_| By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected; or by a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment; (Note 2) |_| By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment; (Note 3) |X| By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment; (Note 4) |_| By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10; (Note 4) |_| By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment. (Note 4) When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments. Article 1: The name of the corporation is: --------------------------------------------------------------------------------------------------------------------------------------- (NEW NAME) All changes other than name, include on page 2 (over) Text of Amendment (Any article being amended is required to be set forth in its entirety) See Exhibit A attached hereto. 3. The manner in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert "No change") No Change 4. (a) The manner in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert "No change") No Change (b) The amount of paid-in capital (Paid in Capital replaces the terms Stated Capital and Pain in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert "No change") No Change Before Amendment After Amendment Paid-in Capital $_______________ $______________ (Complete either Item 5 or 6 below) 5. The undersigned corporation has caused these articles to be signed by its duly authorized officers, each of whom affirm, under penalties of perjury, that the facts stated herein are true. Dated March , 1993 United Trust, Inc. (Exact Name of Corporation) attested by /s/ George E. Francis by /s/ Larry E. Ryherd (Signature of Secretary or Assistant Secretary) (Signature of President or Vice President) George E. Francis, Secretary Larry E. Ryherd, President (Type or Print Name and Title) (Type or Print Name and Title) 6. If amendment is authorized by the incorporators, the incorporators must sign below. OR If amendment is authorized by the directors and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign belowl The undersigned affirms, under penalties of perjury, that the facts stated herein are true. Dated __________________, 19 ______ - --------------------------------- ------------------------------ - --------------------------------- ------------------------------ - --------------------------------- ------------------------------ - --------------------------------- ------------------------------ EXHIBIT A PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION On October 30, 1992, the Board of Directors found that the following proposed amendment to the Articles of Incorporation was in the best interest of the Company and directed that it be submitted to the shareholders: RESOLVED, that the Articles of Incorporation of United Trust, Inc. be amended as follows: 1. Article FOUR of the Articles of Incorporation of United Trust, Inc. shall be deleted and in its place the following shall be substituted: ARTICLE FOUR Paragraph 1: The aggregate number of shares which the corporation is authorized to issue is 35,150,000 divided into two classes. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value are as follows: Par value per share or Series Number of statement that shares are Class (if any) shares without par value Common None 35,000,000 Without par value Preferred To be fixed 150,000 $100 by the Board of Directors Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are: Common None Preferred The Preferred Stock is senior to the Common Stock and the Common Stock is subject to the rights and preferences of the Preferred Stock. Paragraph 3: PREFERRED STOCK. The Preferred Stock is senior to the Common Stock, and the Common Stock is subject to the rights and preferences of the Preferred Stock as hereinafter set forth. Series - The Preferred Stock may be issued from time to time in one or more series in any manner permitted by law, as determined from time to time by the Board of Directors and stated in the resolution or resolutions providing for the issuance of such stock adopted by the Board of Directors pursuant to authority hereby vested in it, each series to be appropriately designated, prior to the issuance of any shares thereof, by some distinguishing letter or number. All shares of each series of Preferred Stock shall be alike in every particular (except as to the dates from which dividends shall commence to accrue). All shares of Preferred Stock shall be of equal rank and have the same powers, preferences and rights, and shall be subject to the same qualifications, limitations, and restrictions, without distinction between the shares of different series thereof, except only in regard to the following particulars, which may be different in different series: (a) the annual rate or rates of dividends payable on shares of such series and the dates from which such dividends shall commence to accrue; (b) the amount or amounts payable upon redemption thereof and the manner in which the same may be redeemed; (c) the amount or amounts payable to holders thereof upon any voluntary or involuntary liquidation, dissolution, or winding up of the corporation; (d) the provisions relative to a sinking fund, if any, with respect thereto; (e) the terms and rates of conversion or exchange thereof, if convertible or exchangeable; and (f) the provisions as to voting rights, if any; provided that if the stated dividends and amounts payable on liquidation are not paid in full, the shares of all series of the Preferred Stock shall share ratably in the payment of dividends including accumulation, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full, and in any distribution of assets other than by way of dividends in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full. The designation of each particular series of Preferred Stock and its terms in respect of the foregoing particulars shall be fixed and determined by the Board of Directors in any manner permitted by law and stated in the resolution or resolutions providing for the issuance of such stock adopted by the Board of Directors pursuant to authority hereby vested in it, before any shares of such series are issued, and shall be set forth in full or summarized on the stock certificates for such series. The Board of Directors may from time to time increase the number of shares of any series of Preferred Stock already created by providing that any unissued shares of Preferred Stock shall constitute part of such series, or may decrease (but not below the number of shares thereof then outstanding) the number of shares of any series of Preferred Stock already created by providing that any unissued shares previously assigned to such series shall no longer constitute part thereof. The Board of Directors is hereby empowered to classify or reclassify any unissued Preferred Stock by fixing or altering the terms thereof in respect of the above-mentioned particulars and by assigning the same to an existing or newly created series from time to time before the issuance of such stock. Dividends - The holders of Preferred Stock of each series shall be entitled to receive, out of any funds legally available for the purpose, when and as declared by the Board of Directors, cash dividends thereon at such rate per annum as shall be fixed by resolution of the Board of Directors for such series, and no more, payable as determined by the Board of Directors in the resolution creating such series. Such dividends shall be cumulative or non-cumulative, as determined by the Board of Directors in fixing the rights and preferences of such series, and if cumulative shall be deemed to accrue from day to day regardless of whether or not earned or declared, and shall commence to accrue with respect to each share of Preferred Stock from such date or dates as may be fixed by the Board of Directors prior to the issue thereof. In no event, so long as any Preferred Stock shall remain outstanding, shall any dividend whatsoever (other than a dividend payable in shares of stock ranking junior to the Preferred Stock as to the dividends and assets) be declared or paid upon, nor shall any distribution be made or ordered in respect of, the Common Stock or any class of stock ranking junior to the Preferred Stock as to dividends or assets, nor shall any moneys (other than the net proceeds received from the sale of stock ranking junior to the Preferred Stock as to dividends and assets) be set aside for or applied to the purchase or redemption (through a sinking fund or otherwise) or shares of Common Stock or of any other class of stock ranking junior to the Preferred Stock as to dividends or assets, unless (i) all dividends on the Preferred Stock of all series for past dividend periods shall have been paid and the full dividend on all outstanding shares of Preferred Stock of all series for the then current dividend period shall have been paid or declared and set apart for payment; and (ii) the corporation shall have set aside all amounts, if any, theretofore required to be set aside as and for sinking funds, if any, for the Preferred Stock of all series for the then current year, and all defaults, if any, in complying with any such sinking fund requirements in respect of previous years shall have been made good. Redemption - The corporation, at the option of the Board of Directors, may at any time redeem the whole, or from time to time may redeem any part of any series of Preferred Stock by paying therefor in cash the amount which shall have been determined by the Board of Directors, in the resolution or resolutions authorizing such series, to be payable upon the redemption of such shares at such time. Redemption may be made of the whole or any part of the outstanding shares of any one or more series, in the discretion of the Board of Directors; if the redemption be a part of a series, the shares to be redeemed may be selected by lot, or all of the shares of such series may be redeemed pro rata, in such manner as may be prescribed by resolutions of the Board of Directors. Subject to the foregoing provisions and to any qualifications, limitations, or restrictions applicable to any particular series of Preferred Stock which may be stated in the resolution or resolutions providing for the issuance of such series, the Board of Directors shall have authority to prescribe from time to time the manner in which any series of Preferred Stock shall be redeemed. Liquidation - Upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, the Preferred Stock of each series shall be entitled, before any distribution shall be made to the Common Stock or to any other class of stock junior to the Preferred Stock as to dividends or assets to be paid the full preferential amount or amounts fixed the Board of Directors for such series as herein authorized, but the Preferred Stock shall not be entitled to any further payment and any remaining net assets shall be distributed ratably to the holders of the outstanding Common Stock. If upon such liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, the net assets of the corporation shall be insufficient to permit the payment to the holders of all outstanding shares of Preferred Stock of all series of the full preferential amounts to which they are respectively entitled, then the entire net assets of the corporation shall be distributed ratably to the holders of all outstanding shares of Preferred Stock in proportion to the full preferential amount to which each such share is entitled. Neither a consolidation nor a merger of the corporation with or into any corporation or corporations nor the sale of all or substantially all of the assets of the corporation shall be deemed to be a liquidation, dissolution or winding up within the meaning of this clause. Voting - The holders of the Preferred Stock of each series shall be entitled to such voting rights, if any, as shall be fixed by resolution of the Board of Directors in creating such series. If so provided in the resolution creating any series of Preferred Stock, the shares of such series may be nonvoting. Conversion or Exchange - Any series of Preferred Stock may be made convertible into, or exchangeable for, at the option of either the holder or the corporation or upon the happening of a specified event, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation, at such price or prices or at such rate or rates of exchange and with such adjustments as shall be stated in the resolution or resolutions providing for the issuance of such stock adopted by the Board of Directors. Paragraph 4: COMMON STOCK. The holders of the Common Stock shall be entitled to receive such dividends as the Board of Directors may declare from time to time, provided that any and all preferred dividends on the Preferred Stock for the then current quarter have been theretofore set aside or paid, and all prior quarterly dividends on the Preferred Stock have been paid in full. Upon the liquidation of the corporation, the holders of the Common Stock shall receive, share and share alike, all of the net assets of the corporation remaining after the payment of the liquidation preference payable with respect to the Preferred Stock. The Common Stock shall not be subject to redemption or retirement. Each holder of the Common Stock shall be entitled to one vote for each share of such stock standing in his name on the books of the corporation. The holders of the Common Stock shall not have cumulative voting rights in the election of directors. Paragraph 5: NO PRE-EMPTIVE RIGHTS. No stockholder of the corporation shall, because of his ownership of stock, have a pre-emptive or other right to purchase, subscribe for or take any part of any stock or any part of the notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase stock of the corporation. Any part of the capital stock and any part of the notes, debentures, bonds or other securities convertible into or carrying the Articles of Incorporation or any amendment thereto, may at any time be issued, optioned for sale, and sold or disposed of by the corporation pursuant to resolutions of its Board of Directors to such persons and upon such terms as may to such Board seem proper without first offering such stock or securities or any part thereof to existing stockholders. File Number 5367-825-4 STATE OF ILLINOIS OFFICE OF THE SECRETARY OF STATE WHEREAS, ARTICLES OF MERGER OF UNITED TRUST, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984. Now Therefore, I, Jesse White, Secretary of State of the State of Illinois by virtue of the powers vested in me by law, do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation. In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois at the City of Springfield, this 28th day of July A.D. 1999 and of the Independence of the United States the two hundred and 24th. (SEAL) /s/ Jesse White SECRETARY OF STATE ARTICLES OF MERGER CONSOLIDATION OR EXCHANGE Names of the corporation proposing to merge, and the state or country of their incorporation: Name of Corporation State or Country Corporation of Incorporation File Number United Trust, Inc. Illinois 5367-825-4 United Income, Inc. Ohio 711653 --------------------------------------------------------------------------------------------------------------------------------------- The laws of the state or country under which each corporation is incorporated permits such merger, consolidation or exchange. --------------------------------------------------------------------------------------------------------------------------------------- 3. (a) Name of the surviving corporation: United Trust, Inc. (b) it shall be governed by the laws of: Illinois --------------------------------------------------------------------------------------------------------------------------------------- If not sufficient space to cover this point, add one or more sheets of this size. Plan of merger is as follows: See attached: Please note that pursuant to the Agreement and Plan of Reorganization and the Articles of Merger and simultaneous to the merger of United Income, Inc. into United Trust, Inc. (the surviving Illinois company) that United Trust, Inc.'s name was changed to United Trust Group, Inc. 5. Plan of merger was approved as to each corporation not organized in Illinois, in compliance with the laws of the state under which it is organized, and as to each Illinois corporation, as follows: (The following items are not applicable to mergers underss.11.30 - 90% owned subsidiary provisions. See Article 7.) (Only "X" one box for each Illinois corporation) By the shareholders, a resolution of the board of directors having been duly By written consent of the adopted and submitted to a shareholders having not less vote at a meeting of share- than the minimum number of holders. Not less than the votes required by statute and By written consent minimum number of votes by the articles of incorporation. of ALL the share- required by statute and by Shareholders who have not holders entitled to the articles of incorporation consented in writing have vote on the action, voted in favor of the action been given notice in accord- in accordance with taken. (ss.11.20) ance withss.7.10 (ss.11.20) ss.7.10 andss.11.20 Name of Corporation United Trust, Inc. |X| |_| |_| - ------------ |-| |-| |-| - ------------ |-| |-| |-| - ------------ |-| |-| |-| - ------------ |-| |-| |-| --------------------------------------------------------------------------------------------------------------------------------------- 6. (Not applicable if surviving, new or acquiring corporation is an Illinois corporation) It is agreed that, upon and after the issuance of a certificate of merger, consolidation or exchange by the Secretary of State of the State of Illinois: a. The surviving, new or acquiring corporation may be served with process in the State of Illinois in any proceeding for the enforcement of any obligation of any corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such corporation organized under the laws of the State of Illinois against the surviving, new or acquiring corporation. b. The Secretary of State of the State of Illinois shall be and hereby is irrevocably appointed as the agent of the surviving, new or acquiring corporation to accept service of process in any such proceedings, and c. The surviving, new, or acquiring corporation will promptly pay to the dissenting shareholders of any corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange the amount, if any, to which they shall be entitled under the provisions of "The Business Corporation Act of 1983" of the State of Illinois with respect to the rights of dissenting shareholders. ------------------------------------------------------------------------------------------------------------------------------------- 7. (Complete this item if reporting a merger underss.11.30 - 90% owned subsidiary provisions.) a. The number of outstanding shares of each class of each merging subsidiary corporation and the number of such shares of each class owned immediately prior to the adoption of the plan of merger by the parent corporation, are: Total Number of Shares Number of Shares of Each Class Outstanding Owned Immediately Prior to Name of Corporation of Each Class Merger by the Parent Corporation - -------------------- ----------------- ------------------------- - -------------------- ----------------- ------------------------- - -------------------- ----------------- ------------------------- - -------------------- ----------------- ------------------------- - -------------------- ----------------- ------------------------- b. (Not applicable to 100% owned subsidiaries) The date of mailing a copy of the plan of merger and notice of the right to dissent to the shareholders of each merging subsidiary corporation was ________, ----. Was written consent for the merger or written waiver of the 30-day period by the holders of all the outstanding shares of all subsidiary corporations received? |_|yes |_|no (If the answer is "No," the duplicate copies of the Articles of Merger may not be delivered to the Secretary of State until after 30 days following the mailing of a copy of the plan of merger and of the notice of the right to dissent to the shareholders of each merging subsidiary corporation.) 8. The undersigned corporations have caused these articles to be signed by their duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true. (All signatures must be in BLACK INK.) Dated July 26, 1999 United Trust, Inc. (Month & Day) (Year) (Exact Name of Corporation) attested by /s/ Patricia G. Fowler_ by /s/ George E. Francis (Signature of Assistant Secretary) (Signature of Vice President) Patricia G. Fowler George E. Francis (Type or Print Name and Title) (Type or Print Name and Title) Dated July 26, 1999 United Income, Inc. (Month & Day) (Year) (Exact Name of Corporation) attested by /s/ Patricia G. Fowler_ by /s/ George E. Francis (Signature of Assistant Secretary) (Signature of Vice President) Patricia G. Fowler George E. Francis (Type or Print Name and Title) (Type or Print Name and Title) Dated , (Month & Day) (Year) (Exact Name of Corporation) attested by by ((Signature of Assistant Secretary) (Signature of Vice President) (Type or Print Name and Title) (Type or Print Name and Title) Exhibit A To Agreement and Plan Of Reorganization AGREEMENT AND ARTICLES OF MERGER Merging UNITED INCOME, INC. a corporation of the State of Ohio With and Into UNITED TRUST, INC. a corporation of the State of Illinois Agreement and Articles of Merger, dated July 26, 1999, by and between United Trust, Inc., an Illinois corporation ("UTI") and United Income, Inc., an Ohio corporation ("UII"), said corporations being together hereinafter sometimes referred to as the "constituent Corporations". Whereas, UTI is a corporation duly organized and existing under the laws of the State of Illinois and has authorized capital stock of 3,500,000 shares of Common Stock, no par value, of which 2,518,438 shares are issued and outstanding with 29,260 shares being held in the treasury and 150,000 shares of Preferred Stock, par value $100 per share of which no shares are outstanding. Whereas, UII is a corporation duly organized and existing under the laws of the State of Ohio and has authorized capital stock of 2,310,001 shares of Common Stock, no par value, of which 1,569,509 shares are issued and outstanding with 177,590 shares being held in the treasury and 150,000 shares of Preferred Stock, par value $100 per share of which no shares are outstanding. Whereas, the Board of Directors of each of the Constituent Corporations has adopted resolutions declaring advisable and to the best interests of the Constituent Corporations and their respective stockholders that UII be merged with and into UTI, and that simultaneously UTI will change its name to United Trust Group, Inc. (the "Surviving Corporation"), under and pursuant to the Illinois Business Corporation Act and the Ohio General Corporation Law, and on the terms and conditions herein contained (the "Merger"). ARTICLE I 1.1 UTI and UII agree to effect the Merger of UII with and into UTI. UTI and UII jointly own 100% of the outstanding capital stock of United Trust Group, Inc., an Illinois corporation ("UTG"). Immediately following the merger, UTI will liquidate UTG. UTI will change its name to UTG and shall be the Surviving Corporation and shall continue to be governed by the laws of the State of Illinois. The name of the Surviving Corporation shall be "United Trust Group, Inc." The terms and conditions of the Merger and the manner of carrying the same into effect are as set forth in this Agreement and Articles of Merger (hereinafter referred to as this "Agreement"). 1.2 The Certificate of Incorporation of UTI, as in effect immediately prior to the Effective Date, until further amended, shall be and constitute the Certificate of Incorporation of the Surviving Corporation, and an amendment to said Certificate of Incorporation shall be effected as a result of the Merger to reflect its name change to United Trust Group, Inc. 1.3 The Bylaws of UTI, as in effect immediately prior to the Effective Date, until further amended, shall be and constitute the Bylaws of the Surviving Corporation. 1.4 The Board of Directors of UTI shall not be changed as a result of the Merger. 1.5 The officers of UTI shall not be changed as a result of the Merger. ARTICLE II 2.1 The existence of UII shall cease on the Effective Date of the Merger, and the existence of UTI shall continue unaffected and unimpaired by the Merger. On the Effective Date of the Merger, in addition to the general powers of corporations, UTI shall enjoy the rights, franchises and privileges possessed by each of the Constituent Corporations, subject to the restrictions, liabilities, duties and provisions of a corporation organized under the Illinois Business Corporation Act; and all the rights, privileges, franchises and interest of each of the Constituent Corporations, and all the property, real, personal and mixed, and all the debts due on whatever account to either of them, as well as all stock subscriptions, securities and other things in action belonging to either of them, shall be taken and deemed to be transferred to and vested in the Surviving Corporation, without further act or deed; and all claims, demands, property and every interest shall be the property of the Surviving Corporation as they were of the Constituent Corporation, shall not be deemed to revert or deemed to be in any way impaired by reason of the Merger, but shall be vested in the Surviving Corporation; provided, however, that rights of creditors and all liens upon any property of any of the Constituent Corporations shall not in any manner be impaired, nor shall any liability or obligation due or to become due, or any claim or demand for any cause existing against any such corporation be released or impaired by such Merger, but the Surviving Corporation shall be deemed to have assumed and shall be liable for liabilities and obligations of either of the Constituent Corporations, in the same manner as if the Surviving Corporations, in the same manner as if the Surviving Corporation had itself incurred such liabilities or obligations. 2.2 The Surviving Corporation may be served with process in the State of Ohio in any proceeding therein for enforcement of any obligation of UII as well as for enforcement of any obligation UII or the Surviving Corporation arising from the Merger, and the Surviving Corporation does hereby irrevocably appoint the Secretary of the State of Ohio as its agent to accept service of process in any such suit or other proceeding. The address to which a copy of such process shall be mailed to said agent is c/o United Trust Group, Inc., 5250 South Sixth Street Road, Springfield, Illinois 62703, until UTG shall have hereafter designated in writing to the said agent a different address for such purpose. Service of such process may be made by personally delivering to and leaving with said agent duplicate copies of such process, one of which copies the agent shall forthwith send by registered mail to UTG at the above address. 2.3 The Surviving Corporation will promptly pay to dissenting stockholders of UII the amount, if any, to which they are entitled under the relevant provisions of the Ohio General Corporation Law. 2.4 Subject to the terms and conditions herein provided, this Agreement shall be certified, executed and acknowledged to comply with applicable filing and recording requirements of the Illinois Business Corporation Act and the Ohio General Corporation Law on the closing date referred to in Section 6.8 of that certain Agreement and Plan of Reorganization, dated March 31, 1998, between the Constituent Corporations (the "Acquisition Agreement"), (the date of such certification, execution and acknowledgement being herein referred to as the "Closing Date"). On the Closing Date or as soon thereafter as practicable, a certified Agreement and Articles of Merger incorporating this Agreement shall be filed pursuant to Illinois Business Corporation Act and the Ohio General Corporation Law with the Secretary of the State of Illinois and Ohio, respectively, and a certified copy thereof shall be recorded in the Office of the Recorder of the appropriate county or counties in Illinois and Ohio, respectively. This Agreement shall become effective in the State of Illinois at the close of business on the day on which such filing is completed, and shall become effective in the State of Ohio upon the issuance by the Secretary of the State of Ohio of a Certificate of Merger (the latter of which dates is herein referred to as the "Effective Date"). ARTICLE III 3.1 The manner of converting or exchanging the shares of UII into shares of UTI shall be as hereinafter set forth in this Article III. 3.2 Each share of UTI Common Stock issued and outstanding immediately prior to the Effective Date shall continue to be an issued and outstanding share of UTI, fully paid and non-assessable. 3.3 Each share of UII Common Stock issued and outstanding immediately prior to the Effective Date (excluding shares of UII Common Stock held by UII as treasury stock, which shares shall be cancelled and extinguished at the Effective Date) and all rights in respect thereof shall, upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, be exchanged for and converted into one share of UTI Common Stock. 3.4 Each share of UTI Common Stock issued pursuant to this Article III shall be fully paid and non-assessable. From and after the Effective Date, each certificate which theretofore represented shares of UII Common Stock shall evidence ownership of shares of the UTI Common Stock on the basis hereinafter set forth, and the exchange and conversion shall be complete and effective on the Effective Date without regard to the date or dates on which outstanding UII Common Stock shall be cancelled. 3.5 On the Effective Date, UTI will deliver to the Exchange Agent certificates representing the number of shares of UTI Common Stock that will be required for delivery to the stockholders of UII pursuant to the Merger, and will take such further action as may be necessary in order that certificates for shares of the UTI Common Stock may be delivered to the stockholders of UII. Dividends or other distributions payable after the Effective Date to holder of record in respect of such shares of the UTI Common Stock issued in exchange for UII Common Stock shall not be paid to holders thereof until certificates evidencing the UII Common Stock are surrendered for exchange as aforesaid. ARTICLE IV 4.1 The obligations of UTI and UII to effect the Merger shall be subject to all of the terms and conditions of the Acquisition Agreement. 4.2 This Agreement may be terminated or amended prior to the Filing Date in the manner and upon the conditions set forth in the Acquisition Agreement. 4.3 This Agreement may be executed in any number of counterparts, each of which shall be deemed and original but all of which together shall constitute but one instrument. IN WITNESS WHEREOF, each of the Constituent Corporations has caused this Agreement to be duly executed by its duly authorized officer, attested to by its Secretary and its corporate seal, all as of the date first above written. UNITED TRUST, INC. ATTEST: /s/ George E. Francis /s/ Larry E. Ryherd George E. Francis Larry E. Ryherd Secretary Chief Executive Officer [CORPORATE SEAL] UNITED INCOME, INC. ATTEST: /s/ George E. Francis /s/ James E. Melville George E. Francis James E. Melville Secretary President [CORPORATE SEAL] THE UNDERSIGNED, Chief Executive Officer of United Trust, Inc. who executed on behalf of said corporation the foregoing Agreement and Articles of Merger, of which this Certificate is made a part, hereby acknowledges, in the name of and on behalf of said corporation, the foregoing Agreement and Articles of Merger to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. Larry E. Ryherd Chief Executive Officer THE UNDERSIGNED, President of United Income, Inc. who executed on behalf of said corporation the foregoing Agreement and Articles of Merger, of which this Certificate is made a part, hereby acknowledges, in the name of and on behalf of said corporation, the foregoing Agreement and Articles of Merger to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. James E. Melville President File Number 5367-825-4 STATE OF ILLINOIS OFFICE OF THE SECRETARY OF STATE WHEREAS, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF UNITED TRUST, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984. Now Therefore, I, Jesse White, Secretary of State of the State of Illinois by virtue of the powers vested in me by law, do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation. In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois at the City of Springfield, this 28th day of July A.D. 1999 and of the Independent of the United States the two hundred and 24th. (SEAL) /s/ Jesse White SECRETARY OF STATE ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF UNITED TRUST GROUP, INC. CORPORATE NAME: United Trust Group, Inc. 2. MANNER OF ADOPTION OF AMENDMENT: The following amendment of the Articles of Incorporation was adopted July 26 , 1999 in the manner indicated below. ("X" one box only) (Month & Day) (Year) |_| By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected; (Note 2) |_| By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment; (Note 2) |_| By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment; (Note 3) |X| By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment; (Note 4) |_| By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10; (Note 4 & 5) |_| By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment. (Note 5) 3. TEXT OF AMENDMENT: a. When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments. Article I: The name of the corporation is: -------------------------- -------------------------------- (NEW NAME) All changes other than name, include on page 2 (over) Text of Amendment b. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.) See attached Exhibit A. 4. The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert "No change") No change 5. (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert "No change") No change (b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert "No change") No change Before Amendment After Amendment Paid-in Capital $ ___________ $ ___ _________ (Complete either Item 6 or 7 below. All signatures must be in BLACK INK.) 6. The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true. Dated July 26, 1999 United Trust Group, Inc. (Month & Day) (Year) (Exact Name of Corporation at date of execution) attested by /s/ Patricia G. Fowler_ by /s/ George E. Francis (Signature of Assistant Secretary) (Signature of Vice President) Patricia G. Fowler George E. Francis (Type or Print Name and Title) Type or Print Name and Title) 7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title. OR If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title. The undersigned affirms, under the penalties of perjury, that the facts stated herein are true. Dated ______________________________ , _________ (Month and Day) (Year) - ----------------------------------- ----------------------------------- - ----------------------------------- ----------------------------------- - ----------------------------------- ----------------------------------- - ----------------------------------- ----------------------------------- NOTES AND INSTRUCTIONS NOTE 1: State the true exact corporate name as it appears on the records of the office of the Secretary of State, BEFORE any amendments herein reported. NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before any directors have been named or elected. (ss. 10.10) NOTE 3: Directors may adopt amendments without shareholder approval in only six instances, as follows: (g) to remove the names and addresses of directors named in the articles of incorporation; (h) to remove the name and address of the initial registered agent and registered office, provided a statement pursuant toss.5.10 is also filed; (i) to split the issued whole shares and unissued authorized shares by multiplying them by a whole number, so long as no class or series is adversely affected thereby; (j) to change the corporation name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd." for a similar word or abbreviation in the name or by adding a geographical attribution to the name; (k) to reduce the authorized shares of any class pursuant to a cancellation statement filed in accordance withss.9.05, (l) to restate the articles of incorporation as currently amended. (ss.10.15) NOTE 4: All amendments not adopted underss.10.10 orss.10.15 require (1) that the board of directors adopt a resolution setting forth the proposed amendment and (2) that the shareholders approve the amendment. Shareholder approval may be (1) by vote at a shareholders' meeting (either annual or special) or (2) by consent, in writing, without a meeting. To be adopted, the amendment must receive the affirmative vote or consent of the holders of at least 2/3 of the outstanding shares entitled to vote on the amendment (but if class voting applies, then also at least a 2/3 vote within each class is required). The articles of incorporation may supercede the 2/3 vote requirement by specifying any smaller or larger vote requirement not less than a majority of the outstanding shares entitled to vote and not less than a majority within each class when class voting applies. (ss.10.20) NOTE 5: When shareholder approval is by written consent, all shareholders must be given notice of the proposed amendment at least 5 days before the consent is signed. If the amendment is adopted, shareholders who have not signed the consent must be promptly notified of the passage of the amendment. (ss.ss.7.10 & 10.20) EXHIBIT A PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION On July 26, 1999, the following proposed amendment to the Articles of Incorporation, having been duly authorized and adopted by the Board of Directors of United Trust Group, Inc. was approved and adopted by the stockholders of United Trust Group, Inc. at a Special Meeting of the Shareholders. RESOLVED, that the Articles of Incorporation of United Trust Group, Inc. be amended as follows: 8. Article FOUR of the Articles of Incorporation of United Trust Group, Inc. shall be deleted and in its place the following shall be substituted: ARTICLE FOUR Paragraph 1: The aggregate number of shares which the corporation is authorized to issue is $7,150,000 divided into two classes. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value are as follows: Par value per share or Series Number of statement that shares are Class (if any) shares without par value Common None 7,000,000 Without par value Preferred To be fixed 150,000 $100 by the Board of Directors Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are: Common None Preferred The Preferred Stock is senior to the Common Stock and the Common Stock is subject to the rights and preferences of the Preferred Stock. A-1 Paragraph 3: PREFERRED STOCK. The Preferred Stock is senior to the Common Stock, and the Common Stock is subject to the rights and preferences of the Preferred Stock as hereinafter set forth. Series - The Preferred Stock may be issued from time to time in one or more series in any manner permitted by law, as determined from time to time by the Board of Directors and stated in the resolution or resolutions providing for the issuance of such stock adopted by the Board of Directors pursuant to authority hereby vested in it, each series to be appropriately designated, prior to the issuance of any shares thereof, by some distinguishing letter or number. All shares of each series of Preferred Stock shall be alike in every particular (except as to the dates from which dividends shall commence to accrue). All shares of Preferred Stock shall be of equal rank and have the same powers, preferences and rights, and shall be subject to the same qualifications, limitations, and restrictions, without distinction between the shares of different series thereof, except only in regard to the following particulars, which may be different in different series: (a) dates from which such dividends shall commence to accrue; (b) the amount or amounts payable upon redemption thereof and the manner in which the same may be redeemed; (c) the amount or amounts payable to holders thereof upon any voluntary or involuntary liquidation, dissolution, or winding up of the corporation; (d) the provisions relative to a sinking fund, if any, with respect thereto; (e) the terms and rates of conversion or exchange thereof, if convertible or exchangeable; and (f) the provisions as to voting rights, if any; provided that if the stated dividends and amounts payable on liquidation are not paid in full, the shares of all series of the Preferred Stock shall share ratably in the payment of dividends including accumulation, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full, and in any distribution of assets other than by way of dividends in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full. The designation of each particular series of Preferred Stock and its terms in respect of the foregoing particulars shall be fixed and determined by the Board of Directors in any manner permitted by law and stated in the resolution or resolutions providing for the issuance of such stock adopted by the Board of Directors pursuant to authority hereby vested in it, before any shares of such series are issued, and shall be set forth in full or A-2 summarized on the stock certificates for such series. The Board of Directors may from time to time increase the number of shares of any series of Preferred Stock already created by providing that any unissued shares of Preferred Stock shall constitute part of such series, or may decrease (but not below the number of shares thereof then outstanding) the number of shares of any series of Preferred Stock already created by providing that any unissued shares previously assigned to such series shall no longer constitute part thereof. The Board of Directors is hereby empowered to classify or reclassify any unissued Preferred Stock by fixing or altering the terms thereof in respect of the above-mentioned particulars and by assigning the same to an existing or newly created series from time to time before the issuance of such stock. Dividends - The holders of Preferred Stock of each series shall be entitled to receive, out of any funds legally available for the purpose, when and as declared by the Board of Directors, cash dividends thereon at such rate per annum as shall be fixed by resolution of the Board of Directors for such series, and no more, payable as determined by the Board of Directors in the resolution creating such series. Such dividends shall be cumulative or non-cumulative, as determined by the Board of Directors in fixing the rights and preferences of such series, and if cumulative shall be deemed to accrue from day to day regardless of whether or not earned or declared, and shall commence to accrue with respect to each share of Preferred Stock from such date or dates as may be fixed by the Board of Directors prior to the issue thereof. In no event, so long as any Preferred Stock shall remain outstanding, shall any dividend whatsoever (other than a dividend payable in shares of stock ranking junior to the Preferred Stock as to the dividends and assets) be declared or paid upon, nor shall any distribution be made or ordered in respect of, the Common Stock or any class of stock ranking junior to the Preferred Stock as to dividends or assets, nor shall any moneys (other than the net proceeds received from the sale of stock ranking junior to the Preferred Stock as to dividends and assets) be set aside for or applied to the purchase or redemption (through a sinking fund or otherwise) or shares of Common Stock or of any other class of stock ranking junior to the Preferred Stock as to dividends or assets, unless (i) all dividends on the Preferred Stock of all series for past dividend periods shall have been paid and the full dividend on all outstanding shares of Preferred Stock of all series for the then current dividend period shall have been paid or declared and set apart for payment; and (ii) the corporation shall have set aside all amounts, if any, theretofore required to be set aside as and for sinking funds, if any, for the Preferred Stock of all series for the then current year, and all defaults, if any, in complying with any such sinking fund requirements in respect of previous years shall have been made good. A-3 Redemption - The corporation, at the option of the Board of Directors, may at any time redeem the whole, or from time to time may redeem any part of any series of Preferred Stock by paying therefor in cash the amount which shall have been determined by the Board of Directors, in the resolution or resolutions authorizing such series, to be payable upon the redemption of such shares at such time. Redemption may be made of the whole or any part of the outstanding shares of any one or more series, in the discretion of the Board of Directors; if the redemption be a part of a series, the shares to be redeemed may be selected by lot, or all of the shares of such series may be redeemed pro rate, in such manner as may be prescribed by resolutions of the Board of Directors. Subject to the foregoing provisions and to any qualifications, limitations, or restrictions applicable to any particular series of Preferred Stock which may be stated in the resolution or resolutions providing for the issuance of such series, the Board of Directors shall have authority to prescribe from time to time the manner in which any series of Preferred Stock shall be redeemed. Liquidation - Upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, the Preferred Stock of each series shall be entitled, before any distribution shall be made to the Common Stock or to any other class of stock junior to the Preferred Stock as to dividends or assets to be paid the full preferential amount or amounts fixed the Board of Directors for such series as herein authorized, but the Preferred Stock shall not be entitled to any further payment and any remaining net assets shall be distributed ratably to the holders of the outstanding Common Stock. If upon such liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, the net assets of the corporation shall be insufficient to permit the payment to the holders of all outstanding shares of Preferred Stock of all series of the full preferential amounts to which they are respectively entitled, then the entire net assets of the corporation shall be distributed ratably to the holders of all outstanding shares of Preferred Stock in proportion to the full preferential amount to which each such share is entitled. Neither a consolidation nor a merger of the corporation with or into any corporation or corporations nor the sale of all or substantially all of the assets of the corporation shall be deemed to be a liquidation, dissolution or winding up within the meaning of this clause. Voting - The holders of the Preferred Stock of each series shall be entitled to such voting rights, if any, as shall be fixed by resolution of the Board of Directors in creating such series. If so provided in the resolution creating any series of Preferred Stock, the shares of such series may be nonvoting. Conversion or Exchange - Any series of Preferred Stock may be made convertible into, or exchangeable for, at the option of either the holder or the corporation or upon the happening of a specified event, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation, at such price or prices A-4 or at such rate or rates of exchange and with such adjustments as shall be stated in the resolution or resolutions providing for the issuance of such stock adopted by the Board of Directors. Paragraph 4: COMMON STOCK. The holders of the Common Stock shall be entitled to receive such dividends as the Board of Directors may declare from time to time, provided that any and all preferred dividends on the Preferred Stock for the then current quarter have been theretofore set aside or paid, and all prior quarterly dividends on the Preferred Stock have been paid in full. Upon the liquidation of the corporation, the holders of the Common Stock shall receive, share and share alike, all of the net assets of the corporation remaining after the payment of the liquidation preference payable with respect to the Preferred Stock. The Common Stock shall not be subject to redemption or retirement. Each holder of the Common Stock shall be entitled to one vote for each share of such stock standing in his name on the books of the corporation. The holders of the Common Stock shall not have cumulative voting rights in the election of directors. Paragraph 5: NO PRE-EMPTIVE RIGHTS. No stockholder of the corporation shall, because of his ownership of stock, have a pre-emptive or other right to purchase, subscribe for or take any part of any stock or any part of the notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase stock of the corporation. Any part of the capital stock and any part of the notes, debentures, bonds or other securities convertible into or carrying the Articles of Incorporation or any amendment thereto, may at any time be issued, optioned for sale, and sold or disposed of by the corporation pursuant to resolutions of its Board of Directors to such persons and upon such terms as may to such Board seem proper without first offering such stock or securities or any part thereof to existing stockholders. EXHIBIT 3.2 BY-LAWS OF UNITED TRUST, INC. ARTICLE I OFFICES The corporation shall continuously maintain in the State of Illinois a registered office and a registered agent whose business office is identical with such registered office, and may have other offices within or without the state. ARTICLE II SHAREHOLDERS SECTION 1. ANNUAL MEETING. An annual meeting of the shareholders shall be held on the second Tuesday in April of each year or at such time as the board of directors may designate for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called either by the president, by the board of directors or by the holders of not less than one-fifth of all the outstanding shares of the corporation entitled to vote, for the purpose or purposes stated in the call of the meeting. SECTION 3. PLACE OF MEETING. The board of directors may designate any place, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be at - --------------------. SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, date, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets not less than 20 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his or her address as it appears on the records of the corporation, with postage thereon prepaid. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. SECTION 5. FIXING OF RECORD DATE. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of the corporation may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 60 days and for a meeting of shareholders, not less than 10 days, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets, not less than 20 days before the date of such meeting. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. A determination of shareholders shall apply to any adjournment of the meeting. SECTION 6. VOTING LISTS. The officer or agent having charge of the transfer book for shares of the corporation shall make, within 20 days after the record date for a meeting of shareholders or 10 days before such meeting, whichever is earlier, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of 10 days prior to such meeting, shall be kept on file at the registered officer of the corporation and shall be subject to inspection by any shareholder, and to copying at the shareholder's expense, at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this State, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders. SECTION 7. QUORUM. The holders of a majority of the outstanding shares of the corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum for consideration of such matter at any meeting of shareholders, but in no event shall a quorom consist of less than one-third of the outstanding shares entitled so to vote; provided that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting at any time without further notice. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Business Corporation Act, the articles of incorporation or these by-laws. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Withdrawal of shareholders from any meeting shall not cause failure of a duty constituted quorum at that meeting. SECTION 8. PROXIES. Each shareholder may appoint a proxy to vote or otherwise act for him or her by signing an appointment form and delivering it to the person so appointed, but no such proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. SECTION 9. VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote in each matter submitted to vote at a meeting of shareholders, and in all elections for directors, every shareholder shall have the right to vote the number of shares owned by such shareholder for as many persons as there are directors multiplied by the number of such shares or to distribute such cumulative votes in any proportion among any number of candidates. Each shareholder may vote either in person or by proxy as provided in SECTION 8 hereof. SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares held by the corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares entitled to vote at any given time. Shares registered in the name of another corporation, domestic or foreign, may be voted by any officer, agent, proxy or other legal representative authorized to vote such shares under the law of incorporation of such corporation. Shares registered in the name of a deceased person, a minor ward or a person under legal disability, may be voted by his or her administrator, executor or court appointed guardian, either in person or by proxy without a transfer of such shares into the name of such administrator, executor or court appointed guardian. Shares registered in the name of a trustee may be voted by him or her, either in person or by proxy. Shares registered in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have ben transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Any number of shareholders may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period not to exceed 10 years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, and by transferring their shares to such trustee or trustees for the purpose of the agreement. Any such trust agreement shall not become effective until a counterpart of the agreement is deposited with the corporation at its registered office. The counterpart of the voting trust agreement so deposited with the corporation shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and shall be subject to examination by any holder of a beneficial interest in the voting trust, either in person or by agent or attorney, at any reasonable time for any proper purpose. Shares of its own stock belonging to this corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time. SECTION 11. VOTING RIGHTS. Cumulative voting rights of all shareholders shall be eliminated in all circumstances. The preferred stock may be non-voting except as required by law. The articles of incorporation may be amended to limit or eliminate cumulative voting rights in all or specified circumstances, or to limit or deny voting rights or to provide special voting rights as to any class or classes or series of shares of the corporation. SECTION 12. INSPECTORS. At any meeting of shareholders, the presiding officer may, or upon the request of any shareholder, shall appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders. Each report of an inspector shall be in writing and singed by him or her or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results shall be prima facie evidence thereof. SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken shall be signed (a) if 5 days prior notice of the proposed action is given in writing to all of the shareholders entitled to vote with respect to the subject matter hereof, by the holders of outstanding shares having not less than the minimum number of votes that would necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting or (b) by all of the shareholders entitled to vote with respect to the subject matter thereof. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given in writing to those shareholders who have not consented in writing. In the event that the action which is consented to is such as would have required the filing of a certificate under any section of the Business Corporation Act if such action had been voted on by the shareholders at a meeting thereof, the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of shareholders, that written consent has been given in accordance with the provisions of SECTION 7.10 of the Business Corporation Act and that written notice has been given as provided in such SECTION 7.10. SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may be by voice unless the presiding officer shall order or any shareholder shall demand that voting be by ballot. ARTICLE III DIRECTORS SECTION 1. GENERAL POWERS. The business of the corporation shall be managed by or under the direction of its board of directors. A majority of the board of directors may establish reasonable compensation for their services and the services of other officers, irrespective of any personal interest. SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation shall be eleven (11). Each director shall hold office until the next annual meeting of shareholders; or until his successor shall have been elected and qualified. Directors need not be residents of Illinois or shareholders of the corporation. The number of directors may be increased or decreased from time to time by the amendment of this section. No decrease shall have the effect of shortening the term of any incumbent director. SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for holding of additional regular meetings without other notice than such resolution. SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors called by them. SECTION 5. NOTICE. Notice of any special meeting shall be given at least two (2) days previous thereto by written notice to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered by the telegram company. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because sthe meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting. SECTION 6. QUORUM. A majority of the number of directors fixed by these by-law shall constitute a quorum for transaction of business at any meeting of the board of directors, provided that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting at any time without further notice. SECTION 7. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute, these by-laws, or the articles of incorporation. SECTION 8. VACANCIES. Any vacancy on the board of directors may be filled by election at the next annual or special meeting of shareholders. A majority of the board of directors may fill any vacancy prior to such annual or special meeting of shareholders. SECTION 9. RESIGNATION AND REMOVAL OF DIRECTORS. A director may resign at any time upon written notice to the board of directors. A director may be removed with or without cause, by a majority of shareholders if the notice of the meeting names the director or directors to be removed at said meeting. SECTION 10. INFORMAL ACTION BY DIRECTORS. The authority of the board of directors may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all of the directors entitled to vote. SECTION 11. COMPENSATION. The board of directors, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise notwithstanding any director conflict of interest. By resolution of the board of directors, the directors may be paid their expense, if any, of attendance at each meeting of the board. No such payment previously mentioned in this section shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. SECTION 13. COMMITTEES. A majority of the board of directors may create one or more committees of two or more members to exercise appropriate authority of the board of directors. A majority of such committee shall constitute a quorum for transaction of business. A committee may transact business without a meeting by unanimous written consent. ARTICLE IV OFFICERS SECTION 1. NUMBER. The officers of the corporation shall be a president, one or more vice-presidents, a treasurer, a secretary, and such other officers as may be elected or appointed by the board of directors. Any two or more offices may be held by the same person. SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election of an officer shall not of itself create contract rights. SECTION 3. REMOVAL. Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. SECTION 4. PRESIDENT AND CHAIRMAN OF THE BOARD OF DIRECTORS. The President and Chairman of the Board of Directors shall be the principal executive officer of the corporation. Subject to the direction and control of the board of directors, he/she shall be in charge of the business of the corporation; he/she shall see that the resolutions and directions of the board of directors are carried into effect except in those instances in which that responsibility is specifically assigned to some other person by the board of directors; and, in general he/she shall discharge all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time. He shall preside at all meetings of the shareholders and of the board of directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these by-laws, he may execute for the corporation certificates for its shares, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument. He may vote all securities which the corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the corporation by the board of directors. SECTION 5. EXECUTIVE VICE-PRESIDENT. The executive vice-president shall assist the president and chairman of the board of directors in the discharge of his/her duties as from time to time may be assigned to him/her by the president and chairman of the board of directors or by the board of directors. In the absence of the president and chairman of the board of directors, or in the event of his/her inability or refusal to act, the executive vice-president shall perform the duties of the president and chairman of the board of directors, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president and chairman of the board of directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these by-law, the executive vice-president may execute for the corporation certificates for its shares and any contracts, deeds, mortgages, bonds or other instruments which the board of directors has authorized to be executed, and he/she may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, and assistant secretary, or any other office thereunto authorized by the board of directors, according to the requirements of the form of the instrument. SECTION 6. THE TREASURER. The treasurer shall be the principal accounting and financial officer of the corporation. He shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation; (b) have charge and custody of all funds and securities of the corporation, and be responsible therefor and for the receipt and disbursement thereof; and (c) perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors may determine. SECTION 7. THE SECRETARY. The secretary shall: (a) record the minutes of the shareholders' and of the board of directors' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-law or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post-office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the president, or a vice-president, or any other officer thereunto authorized by the board of directors, certificates for shares of the corporation, the issue of which shall have been authorized by the board of directors, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the board of directors or these by-laws; (f) have general charge of the stock transfer books of the corporation; (g) have authority to certify the by-laws, resolutions of the shareholders and board of directors and committees thereof, and other documents of the corporation as true and correct copies thereof; and (h) perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or the board of directors. SECTION 8. ASSISTANT TREASURER AND ASSISTANT SECRETARIES. The assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the president or the board of directors. The assistant secretaries may sign with the president, or a vice-president, or any other officer thereunto authorized by the board of directors, certificates for shares of the corporation, the issue of which shall have been authorized by the board of directors, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the board of directors or these by-laws. The assistant treasurers shall respectively, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. SECTION 9. SALARIES. The salaries of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. ARTICLE V CONTRACTS, LOANS, CHECKS AND DEPOSITS SECTION 1. CONTRACTS. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific interests. SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness is issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select. ARTICLE V SHARES AND THEIR TRANSFER SECTION 1. SHARES REPRESENTED BY CERTIFICATES AND UNCERTIFICATED SHARES. Shares either shall be represented by certificates or shall be uncertificated shares. Certificates representing shares of the corporation shall be signed by the appropriate officers and may be sealed with the seal or a facsimile of the seal of the corporation. If a certificate is countersigned by a transfer agent or registrar, other than the corporation or its employee, any other signatures may be facsimile. Each certificate representing shares shall be consecutively numbered or otherwise identified, and shall also state the name of the person to whom issued, the number and class of shares (with designation of series, if any), the date of issue, and that the corporation is authorized to issue shares of more than one class or of series within a class, the certificate shall also contain such information or statement as may be required by law. Unless prohibited by the articles of incorporation, the board of directors may provide by resolution that some or all of any class or series of shares shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until the certificate has been surrendered to the corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send the registered owner thereof a written notice of all information that would appear on a certificate. Except as otherwise expressly provided by law, the rights and obligations to those of the holders of uncertificated shares shall be identical to those of the holders of certificates representing shares of the same class and series. The name and address of each shareholder, the number and class of shares held and the date on which the shares were issued shall be entered on the books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation. SECTION 2. LOST CERTIFICATES. If a certificate representing shares has allegedly been lost or destroyed the board of directors may in its discretion, except as may be required by law, direct that a new certificate be issued upon such indemnification and other reasonable requirements as it may impose. SECTION 3. TRANSFER OF SHARES. Transfer of shares of the corporation shall be recorded on the books of the corporation. Transfer of shares represented by a certificate, except in the case of a lost or destroyed certificate, shall be made on surrender for cancellation of the certificate for such shares. A certificate presented for transfer must be duly endorsed and accompanied by proper guaranty of signature and other appropriate assurances that the endorsement is effective. Transfer of an uncertificated share shall be made on receipt by the corporation of an instruction from the registered owner or other appropriate person. The instruction shall be in writing or a communication in such form as may be agreed upon in writing by the corporation. ARTICLE VII FISCAL YEAR The fiscal year of the corporation shall be fixed by resolution of the board of directors. ARTICLE VIII DISTRIBUTIONS The board of directors may authorize, and the corporation may make, distributions to its shareholders, subject to any restrictions in its articles of incorporation or provided by law. ARTICLE IX SEAL The corporate seal shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Illinois." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced, provided that the affixing of the corporate seal to an instrument shall not give the instrument additional force or effect, or change the construction thereof, and the use of the corporate seal is not mandatory. ARTICLE X WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of these by-laws or under the provisions of the articles of incorporation or under the provisions of The Business Corporation Act of the State of Illinois, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given. ARTICLE XI INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS SECTION 1. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceedings by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. SECTION 2. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. SECTION 3. To the extent that a director, officer, employee or agent of a corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in sections 1 and 2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith. SECTION 4. Any indemnification under sections 1 and 2 shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in sections 1 and 2. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders. SECTION 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this article. SECTION 6. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 7. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of these sections. SECTION 8. If the corporation has paid indemnity or had advanced expenses to a director, officer, employee or agent, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting. SECTION 9. References to "the corporation" shall include, in addition to the surviving corporation, any merging corporation, including any corporation having merged with a merging corporation, absorbed in a merger which otherwise would have lawfully been entitled to indemnify its directors, officers, and employees or agents. ARTICLE XII AMENDMENTS Unless the power to make, alter, amend or repeal the by-laws is reserved to the shareholders by the articles of incorporation, the by-laws of the corporation may be made, altered, amended or repealed by the shareholders or the board of directors, but no by-law adopted by the shareholders may be altered, amended or repealed by the board of directors if the by-laws so provide. The by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with the law or the articles of incorporation. CERTIFICATE The undersigned, the duly elected and acting Secretary of United Trust Group, Inc., hereby certifies that the following amendment to the Bylaws of United Trust Group, Inc. was adopted by resolution of the Board of Directors of United Trust Group, Inc. on March 26, 2002, and that such resolution remains in full force and effect and has not been amended, altered or repealed. "WHEREAS, the UTG Board desires to amend Article III, Section 2 of UTG's Bylaws in order to establish a variable range for the number of directors of the company. NOW THEREFORE BE IT RESOLVED, that Article III, Section 2 of the company's Bylaws, be and hereby is amended and restated in its entirety as follows: "Section 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation shall be no more than eleven (11) nor less than six (6), the exact number of directors within such range to be fixed from time to time by resolution of the board of directors or the shareholders of the corporation. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Each successor shall have been elected and qualified. Directors need not be residents of Illinois or shareholders of the corporation." Date: _______________, 2002 /S/ Theodore C. Miller Theodore C. Miller, Secretary Exhibit 4.1 Agreement pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K The registrant hereby undertakes and agrees to furnish to the Securities and Exchange Commission unpon request a copy of any instrument relating to, or defining the rights of the holders of, any long-term debt of the registrant and/or its subsudiaries, a copy of which has not been filed in reliance upon Item 601(b)(4)(iii)(A) of Regulation S-K or which, although previously filed, shall have become stale in the sense of Item 10(d) of RegulationS-K or which shall have been deposed of by the Commission pursuant to its Record Control Schedule. This Agreement and undertaking is intended to be effective with respect to registrant's long-term debt instruments whether securities have been issued thereunder or are yet to be issued thereunder. Dated: August 12, 2002 By: /s/ Theodore C. Miller Theodore C. Miller, Senior Vice President Corporate Secretary and Chief Financial Officer
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10-Q Filing
UTG (UTGN) 10-Q2002 Q2 Quarterly report
Filed: 13 Aug 02, 12:00am