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:)
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(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 ______
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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:)
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(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 ______
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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:
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(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 ______
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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
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The laws of the state or country under which each corporation is incorporated
permits such merger, consolidation or exchange.
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3. (a) Name of the surviving corporation: United Trust, Inc.
(b) it shall be governed by the laws of: Illinois
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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| |_| |_|
- ------------ |-| |-| |-|
- ------------ |-| |-| |-|
- ------------ |-| |-| |-|
- ------------ |-| |-| |-|
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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.
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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.
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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
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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
